Common use of Exceptions Clause in Contracts

Exceptions. Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.

Exceptions. Notwithstanding anything The provisions of Section 4.1 and Section 4.2 shall not prohibit or restrict ▇▇ ▇▇▇▇▇▇ nor any of its affiliates from: (a) exercising its rights under this Agreement or the Subscription Agreement; (b) tendering its Voting Shares or Convertible Securities under a take-over bid for such class of Voting Shares or Convertible Securities, provided such take-over bid was not commenced in violation of the restrictions in Section 4.2; (c) selling or transferring its Voting Shares or Convertible Securities to any of its affiliates, so long as ▇▇ ▇▇▇▇▇▇ causes any such affiliates to whom such Voting Shares or Convertible Securities are transferred to expressly agree in writing with G Mining by an instrument in form and substance acceptable to G Mining (acting reasonably) to be bound by the terms of this Section 8.2 Agreement; (d) disposing of its Voting Shares or Convertible Securities by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving G Mining; (e) transferring, selling or tendering any or all of its Voting Shares to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs G Mining for purchase and ending on the date the RMT Partner Stockholder Approval cancellation under any normal course issuer bid or substantial issuer bid of G Mining in place from time to time and in accordance with all applicable rules and regulations pertaining thereto; (f) transferring any or all of its Voting Shares or Convertible Securities to any nominee or custodian where there is obtained, no change in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or beneficial ownership; (g) acquiring Voting Shares in connection with the exercise of any Convertible Securities issued to ▇▇ ▇▇▇▇▇▇ pursuant to its rights under this Agreement; (h) increasing its Ownership Interest above the Standstill Threshold if such increase results from the terms or exercise of Convertible Securities or a breach reduction in the issued and outstanding Voting Shares or Convertible Securities due to actions by G Mining or by the holders of such Convertible Securities and not from the obligations set forth in this Section 8.2, Remainco may:acquisition by ▇▇ ▇▇▇▇▇▇ of additional Voting Shares through a public offering or private placement or on the open market; (i) provide information granting a security interest, including a pledge, hypothec or lien over its Voting Shares or Convertible Securities in response favour of (i) a bank or other financial institution that provides financing to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available toLa Mancha or an affiliate thereof, or is made available to(ii) a security trustee, RMT Partner prior facility agent or security agent on behalf of a bank or other financial institution that provides financing to La Mancha or concurrently with an affiliate thereof, in each case as security for the time such information is made available indebtedness of ▇▇ ▇▇▇▇▇▇ or any of its affiliates, pursuant to such Person and that, prior which actions to furnishing enforce any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person security interest granted in connection with any actions permitted such indebtedness may be taken by this Section 8.2(bany secured parties following a default by La Mancha (or any of its affiliates, as applicable) other than or any event triggering enforcement under such indebtedness in accordance with customary “clean room” its terms; (j) entering into a derivative financing agreement, including a collar with call options, in relation to its Voting Shares or other similar procedures designed Convertible Securities, pursuant to limit the disclosure of competitively sensitive informationwhich actions to enforce obligations under any such agreement may be taken by a counterparty in accordance with its terms; and (iik) participate in making a private proposal to G Mining to acquire Voting Shares or Convertible Securities provided that such private proposal is not reasonably expected to trigger any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based immediate disclosure obligations on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal part of G Mining or would reasonably be expected to result in a Spinco Superior Proposalof La Mancha or its affiliates or under applicable securities laws.

Exceptions. Notwithstanding anything The confidentiality obligations do not extend to Confidential Information which (a) becomes part of the public domain without the fault of Recipient; (b) is rightfully obtained by Recipient from a third party with the right to transfer the information without obligation of confidentiality; (c) is independently developed by Recipient without use of, or reference to, Discloser’s Confidential Information, as evidenced by written records; or (d) was lawfully in this Section 8.2 the possession of Recipient at the time of disclosure, without restriction on disclosure, as evidenced by written records. In addition, Recipient may disclose Confidential Information of Discloser as may be required by Law, a court of competent jurisdiction or a governmental agency with jurisdiction or the rules of any relevant securities exchange(s) applicable to itself (to the contraryextent practicable, the Recipient shall provide two (2) Business Days of prior written notice to the other Discloser) or (in the case of a Recipient which is a corporation) its parent company or pursuant to any litigation provided that the Recipient with an obligation to make the disclosure shall consult with the Discloser insofar as is reasonably practicable before complying with such an obligation provided that before making that disclosure Recipient first notifies Discloser to give Discloser an opportunity to seek confidential treatment or to seek a protective order or otherwise limit the disclosure, and cooperates with Discloser if Discloser does so. Recipient will have the Triggering Event occurs, then during burden of proving the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach applicability of any of the obligations above exceptions that Recipient claims may apply. If any portion of the Confidential Information falls within any of the above exceptions, the exception will apply only to that specific portion and the remainder of Discloser’s Confidential Information will continue to be subject to the confidentiality requirements of this Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein (including the exceptions set forth in this Section 8.2clauses (a) through (d) above), Remainco may: (i) provide confidential and/or proprietary information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal materials to the extent such Spinco Acquisition Proposal is made directly related to Remainco); providedthe Group are the Confidential Information of Purchaser, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.Vendor Affiliate. 7.3

Exceptions. Notwithstanding anything in this Section 8.2 to the contrarycontrary set forth in Section 5.04(a), if at any time prior to obtaining the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Required Stockholder Approval is obtainedApproval, in response to an unsolicited, bona fide written Spinco Acquisition Proposal received after the date of this Agreement that is not withdrawn and did not arise from or in connection with a breach of the obligations set forth in this Section 8.25.04, Remainco the Company may: (i) provide furnish information in response to a request therefor (including non-public nonpublic information regarding Remainco and the Company or any of its Subsidiaries (including the Spinco Entities)Subsidiaries) to the Person who made such Spinco Acquisition Proposal, ; provided that such information has previously been made available to, or is made available to, RMT Partner Parent prior to or substantially concurrently with the time such information is made available to such Person Person; and provided, further, that, prior to furnishing any such information, Remainco receives from the Company executes a confidentiality agreement between the Company and the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with containing terms that are not materially less restrictive to the other party Person making such Acquisition Proposal than the terms in the Confidentiality Agreement are on RMT Partner (it being understood Parent and additional terms that such confidentiality agreement need not prohibit expressly permit the making or amending Company to comply with the terms of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information5.04; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause clauses (i) or (ii) above, (A) the Remainco Board of Directors determines in good faith (I) after consultation with Remainco’s its outside legal counsel and its financial advisor advisor, that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or is reasonably likely to result in a Superior Proposal and (II) after consultation with its outside legal counsel, that failure to take such action described in clauses (i) or (ii) above, as applicable, would reasonably be expected to result constitute a breach of the directors’ fiduciary duties under Delaware Law; and (B) the Company has delivered to Parent written notice advising Parent of the Board of Directors’ determination pursuant to the foregoing clause (A) and the Company’s intention to take the action described in a Spinco Superior clauses (i) and (ii) above; provided that only one such notice need be given with respect to any specific Acquisition Proposal or amended or modified Acquisition Proposal.. Table of Contents

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Stockholder will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 2.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is made directly several and not joint with any other Person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; and (d) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock; provided, however, that that, notwithstanding the foregoing, if the Person making consideration to be paid in exchange for the Stockholder Shares pursuant to this Subsection 2.3(c) includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such Spinco Acquisition Proposal is securities or of any person as a competitor broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Spinco BusinessStockholder Shares which would have otherwise been sold by such Stockholder, Remainco shall not provide any commercially sensitive non-public information an amount in cash equal to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and fair value (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines as determined in good faith after consultation with Remainco’s financial advisor that based on by the information then available Company) of the securities which such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or Stockholder would reasonably be expected to result otherwise receive as of the date of the issuance of such securities in a Spinco Superior Proposalexchange for the Stockholder Shares.

Exceptions. Notwithstanding anything in this the provisions of Section 8.2 2.1 above, the Company shall not deliver materials or portions of materials with respect to any meeting of the contraryBoard to an Observer, and the Company may ask an Observer to recuse himself or herself, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtainedCompany determines, in response its sole discretion, that the Observer's access to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: such information (i) provide information presents a potential conflict of interest with the Stockholders, including any conflict resulting from the Board's consideration of issues relating to this Agreement, any other contractual arrangement with the Stockholders or any transaction in response to a request therefor which the Stockholders may have any interest other than as investors in the Company, (including nonii) could jeopardize an attorney-public information regarding Remainco and client privilege, which determination is made after the Company's consultation with its Subsidiaries outside counsel, or (including iii) is necessary or appropriate in furtherance of discharging the Spinco Entities)) Board's fiduciary duties to the Person who made such Spinco Acquisition Proposal, provided Company's shareholders. If the Board requests that such information has previously been made available toan Observer be recused from any meeting of the Board, or is made available toportion thereof, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” the foregoing, such Observer shall be so recused and not entitled to be present, participate or receive any materials or portions of materials with respect thereto. Notwithstanding the provisions of Section 2.2 above, an Observer shall not be entitled to receive copies of any consent, if the Board determines, in its sole discretion, that providing the consent (i) presents a potential conflict of interest with the Stockholders, including any conflict resulting from the Board's consideration of issues relating to this Agreement, any other similar procedures designed to limit contractual arrangement with the disclosure of competitively sensitive information; and Stockholders or any transaction in which the Stockholders may have any interest other than as investors in the Company, (ii) participate in any discussions or negotiations could jeopardize an attorney-client privilege, which determination is made after the Company's consultation with any such Person regarding such Spinco Acquisition Proposal; in each caseits outside counsel, if, and only if, prior to taking any action described in clause (i) or (iiiii) above, is necessary or appropriate in furtherance of discharging the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on Board's fiduciary duties to the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalCompany's shareholders.

Exceptions. Notwithstanding anything the restrictions set forth in this Section 8.2 Sections 2(a) and 2(b), each of the Locked-up Shareholders may (a) (subject to the contrary, if MTN Preferential Arrangements and the Triggering Event occurs, then during Management Preferential Arrangements) participate in the period beginning on Offering and the date Over-Allotment Option and may transfer its Subject Shares to the Triggering Event occurs underwriters pursuant to the Underwriting Agreement; and ending on (b) subject to any other lock-up restrictions agreed to by that Locked-up Shareholder with the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or Underwriters in connection with a breach of the obligations set forth in this Section 8.2Offering or any other Registered Offering, Remainco may:at any time after the Offering transfer its Subject Shares: ​ (i) provide information in response to any beneficiary of such Locked-up Shareholder pursuant to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) will, other testamentary document or intestate succession to the Person who made legal representatives, heirs, beneficiaries or immediate family members of such Spinco Acquisition ProposalLocked-up Shareholder, provided that such information has previously been made available tothe donee or donees, beneficiary or is made available tobeneficiaries, RMT Partner prior heir or heirs or legal representatives thereof execute an Accession Agreement and agree to or concurrently with be bound by the time such information is made available terms of this Agreement applicable to such Person Locked-up Shareholder, and that, prior to furnishing provided further that any such informationtransfer shall not involve a disposition for value; (ii) to any trust, Remainco receives from partnership, limited liability company or other entity for the Person making direct or indirect benefit of such Spinco Acquisition Proposal Locked-up Shareholder or the immediate family of such Locked-up Shareholder, provided that the trustee of the trust or the partnership or the limited liability company or other entity executes an executed confidentiality agreement Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value; (iii) to any immediate family member or other dependent, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value; (iv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iii) above, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder; (v) as collateral in accordance with terms that are not materially less restrictive and subject to the other party than terms and conditions of a loan agreement and any related pledge and security agreements, and following any subsequent transfer upon foreclosure on such collateral Subject Shares pledged in accordance with and subject to the terms in and conditions of such loan agreement and any related pledge and security agreements, provided that each applicable lender party that forecloses on such collateral Subject Shares shall execute an Accession Agreement and agree to be bound by the Confidentiality terms of this Agreement are on RMT Partner (it being understood that applicable to such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)Locked-up Shareholder; provided, however, that if a transfer in accordance with this section (v) occurs, the Person making such Spinco Acquisition Proposal is a competitor Locked-up Shareholder shall provide the Company prior written notice informing it of any public filing, report or announcement made by or on behalf of the Spinco BusinessLocked-up Shareholder with respect thereto, Remainco and provided further that if such Locked-up Shareholder is required to file a report under the Exchange Act during the Lock-up Period, such Locked-up Shareholder shall not provide include a statement in any commercially sensitive non-public information such report to the effect that such Person transfer is in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; andsuch pledge; (iivi) participate pursuant to an order of a court or regulatory agency or pursuant to a qualified domestic order or in any discussions connection with a divorce settlement, ​ provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder (to the extent permissible by law), and provided further that, if such Locked-up Shareholder is required to file a report under the Exchange Act, such Locked-up Shareholder shall include a statement in such report to the effect that the filing relates to the transfer of securities pursuant to an order of a court or negotiations regulatory agency or to comply with any regulations related to the ownership of Shares unless such Person regarding such Spinco Acquisition Proposal; a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; (vii) to the Company or its Affiliates upon death, disability or termination of employment, in each case, ifof such Locked-up Shareholder; (viii) to the Company (A) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option expiring during the Lock-up Period to purchase Shares granted by the Company pursuant to any employee benefit plans or arrangements described in the Pricing Disclosure Package and the Prospectus (each as defined in the Underwriting Agreement), where any Shares received by such Locked-up Shareholder upon any such exercise will be subject to the terms of this Agreement, or (B) for the purpose of satisfying any taxes (including estimated taxes) due as a result of the exercise of any option expiring during the Lock-up Period to purchase Shares or the vesting or settlement of any restricted stock or restricted stock unit awards granted by the Company pursuant to employee benefit plans or arrangements described in the Pricing Disclosure Package and the Prospectus (each as defined in the Underwriting Agreement), in each case on a “cashless,” “net exercise” or “net settled” basis, where any Shares received by such Locked-up Shareholder upon any such exercise or vesting or settlement will be subject to the terms of this Agreement, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate the reason for such disposition and that such transfer of Shares was solely to the Company; (ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control of the Company following the consummation of the transactions contemplated by the Underwriting Agreement, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Locked-up Shareholder’s Shares shall remain subject to the provisions of this Agreement, and only ifprovided further that “change of control” as used herein, prior shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least fifty one percent (51%) of total voting shares of the Company. In the case of each transfer or distribution pursuant to taking any action described in clause clauses (i) or through (iiix) above, no public reports or filings reporting a reduction in beneficial ownership of Shares of the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on Company shall be required or shall be voluntarily made by the information then available Locked-up Shareholder during the Lock-up Period, unless such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal public report or would reasonably be expected to result in a Spinco Superior Proposalfiling is required under the Exchange Act.

Exceptions. Notwithstanding anything in The obligations of this Section 8.2 12 shall not apply to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayConfidential Information that: (i) provide information in response is submitted to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including Regulatory Authority to facilitate the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available toissuance of, or is made available tootherwise in connection with, RMT Partner prior to or concurrently with the time such information is made available to such Person and correspondence and/or submissions filed for any Regulatory Approval of a Product, provided, that, prior reasonable measures shall be taken to furnishing any assure confidential treatment of such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and; (ii) participate is provided by the Recipient to third parties under confidentiality agreements having provisions at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and marketing research with respect to any discussions of the subject matter of this Agreement; and, with respect to JAH, to third parties who are actual or negotiations potential Sublicensees or other development/marketing partners of JAH; (iii) is provided by the Recipient to actual or prospective investors, or to a Party’s accountants, attorneys and other professional advisors, and in the case of disclosure to such prospective investors, accountants, attorneys and advisors, in each such case, only under confidentiality terms having provisions at least as stringent as those in this Section 12; (iv) is otherwise required to be disclosed in compliance with Applicable Laws or regulations (including, without limitation and for the avoidance of doubt, the requirements of the U.S. Securities and Exchange Commission, or any other stock exchange on which securities issued by a Party are traded) or order by a court or other governmental authority having competent jurisdiction; provided, that, if a Recipient is required to make any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) abovedisclosure of a Discloser’s Confidential Information, the Remainco Board determines Recipient will give reasonable advance written notice to the Discloser of such disclosure requirement and, except to the extent inappropriate in good faith after consultation the case of patent applications, will use its Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (v) is submitted to a patent-granting government authority/agency in connection with Remainco’s financial advisor that based on the information then available Patents related to a Product, provided, that, reasonable measures shall be taken to assure confidential treatment of such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalinformation.

Exceptions. Notwithstanding anything in this the forgoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 3.2 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms in of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Stockholder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Proposed Sale, other than the Company; (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with customary “clean room” the provisions of the Second Restated Certificate); (d) liability shall be limited to such Stockholder’s pro rata share (determined in proportion to proceeds received by such Stockholder in connection with such Proposed Sale in accordance with the provisions of the Second Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration actually paid to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other similar procedures designed to limit the disclosure holders in respect of competitively sensitive information; and their shares of such same class or series of stock, (ii) participate in any discussions or negotiations with each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock, and (iv) unless the holders of at least two-thirds of the Series A Preferred Stock and Series B Preferred Stock elect otherwise by written notice given to the Company at least thirty (30) days prior to the effective date of any such Person regarding such Spinco Acquisition Proposal; Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in each case, if, and only if, a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.Proposed Sale; and

Exceptions. Notwithstanding anything in this Section 8.2 13.1, any party hereto may disclose any Confidential Information: (a) to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or any Governmental Entity in connection with a breach applications for approval of the obligations transactions contemplated hereby and the other Transaction Documents (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable Governmental Entities), (b) to financial institutions in connection with financings of the transactions contemplated hereby, (c) in the case of any Member, (i) to a bona fide potential Transferee if such Member desires to undertake any Transfer of its Membership Interests permitted by this Agreement, (ii) to its stockholders, limited partners, members or other equityholders, as the case may be, all materials made available to such Member pursuant to the terms of this Agreement and (iii) to its indirect stockholders, limited partners, members or other equityholders, as the case may be, so long as the Confidential Information disclosed to such Persons is limited to the materials delivered to such party pursuant to Section 4.5(a), provided that (A) in the case of subclauses (i), (ii) and (iii) of this clause (c), prior to the disclosure of any Confidential Information, such Person shall execute an agreement containing substantially the terms set forth in Section 13.1 and this Section 8.213.2, Remainco may: and (B) in the case of clauses (ii) and (iii) above, the disclosure of Confidential Information relating to commercial transactions or commercial relationships of the Company and its Subsidiaries shall be strictly limited to such Persons who have an actual need to know such information in connection with the administration of their equity interest in such Member, (d) to any rating or similar agency in connection with its analysis or review of the Company or any of its Subsidiaries, and (e) to any other Person if such party becomes compelled by Law (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand, mandatory provision of Law, regulation or stock exchange rule) to disclose any of the Confidential Information. In addition, each Member may report to its stockholders, limited partners, members or other equityholders, as the case may be, the general status of such Member’s investment in the Company (without disclosing specific Confidential Information). A disclosing Member shall be responsible for a breach by any third Person to whom such disclosing Member discloses Confidential Information in accordance with the terms of subclauses (c)(ii) and (c)(iii) of this Section 13.2. In the case of clause (e) above, the disclosing party shall (i) provide information in response to a request therefor (including the other parties hereto with prompt written notice of such requirement so that such non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, disclosing parties may seek a protective order or is made available to, RMT Partner prior to other appropriate remedy or concurrently waive compliance with the time such information is made available to such Person terms of this Article XIII and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions take such reasonable legally available steps as the non-disclosing parties may reasonably request to resist or negotiations narrow such requirement (at the expense of the non-disclosing parties). In the event that such protective order or remedy is not obtained, or that the non-disclosing parties waive compliance with any such Person regarding such Spinco Acquisition Proposal; in each casethe terms hereof, ifthe disclosing party agrees to furnish only that portion of the Confidential Information that it is advised by counsel is required to be furnished, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor exercise its commercially reasonable efforts to obtain assurance that based on the information then available confidential treatment shall be accorded such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalConfidential Information.

Exceptions. Notwithstanding anything in this Section 8.2 Article VII to the contrary, a Lock-Up Investor may sell or otherwise Transfer, and subsection 7.01(a) shall not apply to such sale or other Transfer of, Lock-Up Securities during its existence (if such Lock-Up Investor is not a natural person) or during his lifetime or on death (if such Lock-Up Investor is a natural person): (a) pursuant to a Permitted Transfer by a Lock-Up Investor; (b) that have been issued pursuant to the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with exercise by a breach Founder Investor of the obligations set forth Founder Investor Ordinary Put Option, the Founder Investor De-Minimis Put Option (but only if and to the extent the Founder Investor De-Minimis Put Option is exercised pursuant to Section 6.12) or the Swap Option in this Section 8.2order to finance the purchase of ReNew India Common Shares for the repayment, Remainco may:prepayment or other discharge of Founder Indebtedness; or (c) in the case of GSW, to any Person solely in respect of such number of its Lock-Up Securities that shall not exceed the greater of (i) provide information in response to a request therefor (including nonsuch number that, when taken together with the number of all Lock-public information regarding Remainco Up Securities previously Transferred by GSW and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition ProposalAffiliates, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person will result in GSW and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms its Affiliates having Transferred Class A Shares and/or Class C Shares in the Confidentiality Agreement are on RMT Partner aggregate representing 5% of the Equivalent Outstanding Beneficial Shares as of immediately following the Closing and (it being understood that ii) such confidentiality agreement need not prohibit number as may be necessary to enable GSW to reduce (A) its GSW Total Equity Interest to 33% and/or (B) its GSW Voting Interest to 4.9% (the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco“GSW Lock-Up Transfer Right”); provided, however, that, in each case of clauses (a) and (c), any such Transfer shall be conditioned upon entry by such transferee(s) into a written agreement, in form reasonably satisfactory to the Company, agreeing to be bound by the transfer restrictions set forth in this Article VII (which may be accomplished by an addendum or certificate of joinder to this Agreement). In the case of any Transfer by GSW to a third party of Class A and/or Class C Shares that if bear a restrictive legend, the Person making such Spinco Acquisition Proposal is a competitor Company shall, following the expiry of the Spinco Businessapplicable Lock-Up Period, Remainco shall not provide assist in removing such restrictive legend if such legend is not, in the reasonable determination of the Company upon advice of legal counsel, required to comply with applicable securities laws; provided, that the Company may require an opinion of legal counsel reasonably acceptable to the Company prior to any commercially sensitive non-public information to such Person removal other than in connection with any actions a Transfer made pursuant to an effective Registration Statement. For the avoidance of doubt, except for Transfers otherwise permitted by this Section 8.2(b) other than subsection 7.02 and subsection 7.01(a), each Lock-Up Investor shall retain all of its rights as a security holder of the Company with respect to its Lock-Up Securities during the applicable Lock-Up Period, including the right to vote any Lock-Up Securities that are entitled to vote and the right to receive any dividends or distributions in accordance with customary “clean room” or other similar procedures designed to limit the disclosure respect of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalLock-Up Securities.

Exceptions. Notwithstanding anything any provision in this Section 8.2 to Agreement, the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did Company shall not arise from or in connection with a breach of the obligations set forth in be obligated under this Section 8.2, Remainco mayAgreement: (ia) provide information in response To indemnify Indemnitee for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, if applicable, or similar provisions of U.S. federal, state or local statutory law or common law, if Indemnitee is held conclusively by a request court of competent jurisdiction to be liable therefor (including nonpursuant to any settlement arrangements); (b) To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of any bonus or other incentive-public information regarding Remainco and its Subsidiaries based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Spinco EntitiesCompany pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) , or the payment to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives Company of profits arising from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms purchase and sale by Indemnitee of securities in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending violation of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor Section 306 of the Spinco Business▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), Remainco shall not if Indemnitee is held liable therefor (including pursuant to any settlement arrangements); (c) To advance expenses or provide any commercially sensitive non-public information to such Person indemnification in connection with any actions permitted Proceeding (or any part of any Proceeding) initiated or brought voluntarily by this Section 8.2(bIndemnitee, and not by way of defense, including any Proceeding (or any part of any Proceeding) other than in accordance with customary “clean room” initiated by Indemnitee against the Company or its directors, officers, employees, agents or other similar procedures designed indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to limit the disclosure of competitively sensitive information; and its initiation, (ii) participate the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; (iii) with respect to Proceedings brought to establish or enforce a right to indemnification or advancement under this Agreement or any discussions other agreement, insurance policy, or negotiations with any such Person regarding such Spinco Acquisition Proposalunder the Company’s Articles of Association, as now or hereafter in effect; in each case, if, and only if, prior to taking any action described in clause (i) or (iiiv) aboveotherwise required by applicable law; or (d) To provide indemnification for any acts, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal omissions or would reasonably transactions from which Indemnitee may not be expected to result in a Spinco Superior Proposalrelieved of liability under applicable law.

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 5.1 above in connection with a breach any proposed Sale Event of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is made directly several and not joint with any other Person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Charter related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Charter) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless a Preferred Majority (as defined in the Charter) elect to receive a lesser amount by written notice given to the Company at least 5 days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a deemed Liquidation Event) in accordance with the Charter in effect immediately prior to the Proposed Sale; and (f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b5.2(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained(a) The Board of Trustees, in response its sole discretion, may grant to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to any Person who makes a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)a “Requesting Person”) an exception to the Person who made Ownership Limit (or one or more elements thereof) with respect to the ownership of any series or class of Shares, subject to the following conditions and limitations: (i) the Board of Trustees shall have determined, in its discretion, that: (A) the Beneficial Ownership or Constructive Ownership of Equity Shares by such Spinco Acquisition ProposalShareholder in excess of the Ownership Limit would not violate Section 5.2.1(a)(ii), provided that such information has (B) the Requesting Person’s ownership of Equity Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Equity Shares by all other Persons as permitted under this Article V, taking into account any previously been made available togranted exceptions pursuant hereto) would not cause a default under the terms of any contract to which the Trust or any of its subsidiaries is a party or reasonably expects to become a party and (C) the Requesting Person’s ownership of Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other Persons as permitted under this Article V, taking into account any previously granted exceptions pursuant hereto) is in the best interests of the Trust; and (ii)(A) prior to granting any exception pursuant to this Section 5.2.7(a), the Board of Trustees may require a ruling from the Internal Revenue Service, a ruling from a foreign regulatory body with jurisdiction over a Foreign REIT, or is made available toan opinion of counsel, RMT Partner prior in each case in form and substance satisfactory to the Board of Trustees in its sole discretion, as it may deem necessary or concurrently advisable in order to determine or ensure any Investee’s status as a REIT or Foreign REIT and (B) such Requesting Person provides to the Board of Trustees, for the benefit of the Trust, such representations and undertakings, if any, as the Board of Trustees may, in its discretion, determine to be necessary in order for it to make the determination that the conditions set forth in Section 5.2.7(a)(i) have been and/or will continue to be satisfied (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Requesting Person with respect to the time Constructive Ownership of one or more other classes or series of Equity Shares not subject to the exception), and such information is made available Requesting Person agrees that any violation of such representations and undertakings or any attempted violation thereof will give rise to the application of the remedies set forth in Sections 5.2.1(b) and 5.2.2 with respect to Equity Shares held in excess of the Ownership Limit or the Excepted Holder Limit (as may be applicable) with respect to such Requesting Person and that(determined without regard to the exception granted such Requesting Person under this Section 5.2.7(a). If a member of the Board of Trustees requests that the Board of Trustees grant an exception pursuant to this Section 5.2.7 with respect to such member, prior or with respect to furnishing any other Person if such member of the Board of Trustees would be considered to be the Beneficial Owner or Constructive Owner of Equity Shares owned by such other Person, such member of the Board of Trustees shall not participate in the decision of the Board of Trustees as to whether to grant any such informationexception. (b) In determining whether to grant any exemption pursuant to Section 5.2.7(a), Remainco receives from the Trustees may consider, among other factors, (i) the general reputation and moral character of the Requesting Person, (ii) whether ownership of Equity Shares would be direct or through ownership attribution, (iii) whether the Person’s ownership of Equity Shares would adversely affect any Investee’s ability to acquire additional properties or additional investments in other issuers, (iv) whether granting an exemption for the Requesting Person making such Spinco Acquisition Proposal would adversely affect any of the Trust’s existing contractual arrangements, (v) whether the Requesting Person has been approved as an executed confidentiality agreement with terms that are not materially less restrictive owner of the Trust by all regulatory or other governmental authorities who have jurisdiction over the Trust and (vi) whether the Requesting Person is attempting to change control of the Trust or affect its policies in a way which the Board of Trustees, in its discretion, considers adverse to the other party than best interest of the terms Trust or its Shareholders. Nothing in this Section 5.2.7(b) shall be interpreted to mean that the Confidentiality Agreement are on RMT Partner Board of Trustees may not act in its discretion in making any determination under Section 5.2.1(b). (it being understood c) An underwriter or initial purchaser that such confidentiality agreement need not prohibit participates in a public offering or a private placement of Equity Shares (or securities convertible into or exchangeable for Equity Shares) may Beneficially Own or Constructively Own Equity Shares (or securities convertible into or exchangeable for Equity Shares) in excess of the making Ownership Limit or amending of a Spinco Acquisition Proposal the limitations in Section 5.2.1(a)(ii), but only to the extent necessary to facilitate such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if public offering or private placement as determined by the Person making such Spinco Acquisition Proposal is a competitor Board of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalTrustees.

Exceptions. Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtainedThe Board of Trustees, in response its sole discretion, may grant to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to any Person who makes a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)a “Requesting Person”) an exception to the Person who made Ownership Limit (or one or more elements thereof) with respect to the ownership of any series or class of Shares, subject to the following conditions and limitations: (x) the Board of Trustees shall have determined, in its discretion, that: (A) the Beneficial Ownership or Constructive Ownership of Equity Shares by such Spinco Acquisition ProposalShareholder in excess of the Ownership Limit would not violate Section 5.2(a)(ii), provided that such information has previously been made available to, or is made available to, RMT Partner prior (B) the Requesting Person’s ownership of Equity Shares in excess of the Ownership Limit pursuant to or concurrently the exception requested hereunder (together with the time such information ownership of Equity Shares by all other Persons as permitted under this Article V, taking into account any previously granted exceptions pursuant hereto) would not cause a default under the terms of any contract to which the Trust or any of its subsidiaries is made available a party or reasonably expects to such Person become a party and that, prior to furnishing any such information, Remainco receives from (C) the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive Requesting Person’s ownership of Shares in excess of the Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other party than the terms Persons as permitted under this Article V, taking into account any previously granted exceptions pursuant hereto) is in the Confidentiality Agreement are on RMT Partner best interests of the Trust and (it being understood that y) such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal Requesting Person provides to the extent such Spinco Acquisition Proposal is made directly to Remainco); providedBoard of Trustees, however, that if for the Person making such Spinco Acquisition Proposal is a competitor benefit of the Spinco BusinessTrust, Remainco shall not provide any commercially sensitive non-public information such representations and undertakings, if any, as the Board of Trustees may, in its discretion, determine to such Person be necessary in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed order for it to limit make the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described determination that the conditions set forth in clause (ix) have been and/or will continue to be satisfied (including, without limitation, an agreement as to a reduced Ownership Limit or Excepted Holder Limit for such Requesting Person with respect to the Constructive Ownership of one or more other classes or series of Equity Shares not subject to the exception), and such Requesting Person agrees that any violation of such representations and undertakings or any attempted violation thereof will give rise to the application of the remedies set forth in Sections 5.2(b) and 5.2(d) with respect to Equity Shares held in excess of the Ownership Limit or the Excepted Holder Limit (iias may be applicable) abovewith respect to such Requesting Person (determined without regard to the exception granted such Requesting Person under this Section 5.2(i)(i). If a member of the Board of Trustees requests that the Board of Trustees grant an exception pursuant to this Section 5.2(i) with respect to such member, or with respect to any other Person if such member of the Remainco Board determines of Trustees would be considered to be the Beneficial Owner or Constructive Owner of Equity Shares owned by such other Person, such member of the Board of Trustees shall not participate in good faith after consultation with Remainco’s financial advisor that based on the information then available decision of the Board of Trustees as to whether to grant any such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalexception.

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 2.6(a) above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (i) provide information any representations and warranties to be made by such Stockholder in response connection with the Proposed Sale are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such shares of Capital Stock, including, but not limited to, representations and warranties that (including non-public information regarding Remainco i) the Stockholder holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made shares of Capital Stock such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (iv) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (v) upon the consummation of the Proposed Sale, (A) each holder of each class or series of Common Stock, Preferred Stock and Derivative Securities will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of Common Stock, Preferred Stock and Derivative Securities, (B) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (C) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (D) unless the holders of (i) at least sixty-five percent (65%) of the then outstanding shares of Series C Preferred Stock and (ii) at least sixty percent (60%) of the then outstanding shares of Series B Preferred Stock elect to receive a lesser amount by written notice given to the Company at least five (5) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of Common Stock, Preferred Stock and Derivative Securities shall be allocated among the holders of Common Stock, Preferred Stock and Derivative Securities on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for a Key Holder’s Common Stock, Preferred Stock and Derivative Securities or an Investor’s Common Stock, Preferred Stock and Derivative Securities, as applicable, pursuant to this Section 2.6(b)(ii) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made directly solely to Remainco)“accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder’s Common Stock, Preferred Stock and Derivative Securities or the Investor’s Common Stock, Preferred Stock and Derivative Securities, as applicable, that would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder’s Common Stock, Preferred Stock and Derivative Securities or the Investor’s Common Stock, Preferred Stock and Derivative Securities, as applicable; and (vi) subject to Section 2.6(b)(ii) above requiring the same form of consideration to be available to the holders of any single class or series of Common Stock, Preferred Stock and Derivative Securities, if any holders of any Common Stock, Preferred Stock and Derivative Securities are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Common Stock, Preferred Stock and Derivative Securities will be given the same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b2.6(b)(iii) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, no Athyrium Investor will be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection comply with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person section above in connection with any actions permitted Sale of the Company unless: (A) any representations and warranties to be made by this Section 8.2(bsuch Athyrium Investor in connection with the Sale of the Company are limited to representations and warranties related to authority, ownership and the ability to convey title to such Warrant Shares, including and limited to representations and warranties that (w) other than any escrow of proceeds of any such transaction shall be withheld on at least a pro rata basis among all stockholders of the Company, (x) such Athyrium Investor holds all right, title and interest in and to the Warrant Shares such Athyrium Investor purports to hold, free and clear of all liens and encumbrances, (y) the obligations of such Athyrium Investor in connection with the transaction have been duly authorized, if applicable, and (z) the documents to be entered into by such Athyrium Investor have been duly executed by such Athyrium Investor and delivered to the acquirer and are enforceable against such Athyrium Investor in accordance with customary “clean room” their respective terms; (B) subject to the applicable provisions of the Certificate of Incorporation, the liability of an Athyrium Investor shall be limited to such Athyrium Investor’s pro rata share (determined in proportion to proceeds received by such Athyrium Investor in connection with such Sale of the Company in accordance with the applicable provisions of the Certificate of Incorporation) of a negotiated aggregate indemnification amount but that in no event shall that amount exceed the amount of consideration actually paid to such Athyrium Investor in connection with such Sale of the Company; except with respect to (x) representations and warranties of such Athyrium Investor relating to authority, ownership and ability to convey title to such Warrant Shares, (y) any covenants made by such Athyrium Investor with respect to confidentiality or other similar procedures designed voting related to limit the disclosure Sale of competitively sensitive informationthe Company, or (z) claims related to fraud or willful breach by such Athyrium Investor, the liability for each of which may exceed the limitation set forth above, if and to the extent that such additional liability has been approved by and borne by the Requisite Holders (as defined in the Certificate of Incorporation); and (iiC) participate in upon the consummation of the Sale of the Company, (w) each holder of shares of any discussions or negotiations with any series of the Preferred Stock and each holder of Common Stock will receive the same form of consideration for their shares of Preferred Stock and Common Stock, respectively, as each other holder of Preferred Stock and Common Stock, respectively, (x) each holder of a series of Preferred Stock will receive the same value of consideration per share of such Person regarding such Spinco Acquisition Proposal; in series of Preferred Stock, (y) each case, ifholder of Common Stock will receive the same value of consideration per share of Common Stock, and only if(z) unless elected by the holders of the Preferred Stock in accordance with the Certificate of Incorporation, the aggregate consideration receivable by all holders of any series of Preferred Stock and Common Stock shall be allocated among the holders of such Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of such Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event or Deemed Liquidation Event as defined in and pursuant to Section IV.C.2(a) and (c) of the Certificate of Incorporation, and assuming for this purpose that the Sale of the Company is a Deemed Liquidation Event) in accordance with the Certificate of Incorporation in effect immediately prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on Sale of the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalCompany.

Exceptions. (1) Subject to Section 12(B)(1)(c), the Board of Directors, in its sole discretion, may exempt a Person from the limitation on a Person Beneficially Owning Class A Preferred Stock in excess of the Ownership Limit if the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual's Beneficial Ownership or Constructive Ownership of such Class A Preferred Stock will violate the Ownership Limit or that any such violation will not cause the Corporation to fail to qualify as a REIT under the Code, and agrees that any violation of such representations or undertaking (or other action which is contrary to the restrictions contained in Section 12(B) of these Articles Supplementary) or attempted violation will result in such Class A Preferred Stock being transferred to a Trust in accordance with Section 12(B)(2) of these Articles Supplementary. (2) Subject to Section 12(B)(1)(c), the Board of Directors, in its sole discretion, may exempt a Person from the limitation on a Person Constructively Owning Class A Preferred Stock in excess of the Ownership Limit if such Person does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned in whole or in part by the Corporation) that would cause the Corporation to own, actually or Constructively more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Corporation obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Class A Preferred Stock being transferred to a Trust in accordance with Section 12(B)(2) of these Articles Supplementary. Notwithstanding anything the foregoing, the inability of a Person to make the certification described in this Section 8.2 to 12(I)(2) shall not prevent the contraryBoard of Directors, in its sole discretion, from exempting such Person from the limitation on a Person Constructively Owning Class A Preferred Stock in excess of the Ownership Limit if the Triggering Event occurs, then during Board of Directors determines that the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach resulting application of Section 856(d)(2)(B) of the obligations set forth Code would affect the characterization of less than 0.5% of the gross income (as such term is used in Section 856(c)(2) of the Code and analogous provisions of applicable state law) of the Corporation in any taxable year, after taking into account the effect of this Section 8.2, Remainco may:sentence with respect to all other Class A Preferred Stock to which this sentence applies. (i3) provide information in response Prior to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) granting any exception pursuant to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (iSections 12(I)(1) or (ii2) aboveof these Articles Supplementary, the Remainco Board determines of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in good faith after consultation with Remainco’s financial advisor that based on either case in form and substance satisfactory to the information then available such Spinco Acquisition Proposal either constitutes Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation's status as a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalREIT.

Exceptions. Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayforegoing: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including Without the Spinco Entities)) to prior written consent of the Person who made such Spinco Acquisition ProposalMajority Series G Holders, provided no Series G Stockholder that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information Drag Along Stockholder will be required to such Person comply with Section 4.2(a) above in connection with any actions permitted proposed Sale of the Company (the “Proposed Sale”) unless each Series G Stockholder would reasonably be expected to receive, in connection with such Proposed Sale, an amount in respect of each share of Series G Preferred Stock held by this Section 8.2(b) other than such Series G Stockholder at least equal to the Series G Liquidation Preference (as defined in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive informationCharter); and (ii) participate No Drag-Along Stockholder will be required to comply with Section 4.2(a) above in any discussions or negotiations connection with any Proposed Sale unless: (A) any representations and warranties to be made by such Person regarding Drag-Along Stockholder (other than representations and warranties being made by a Drag-Along Stockholder in his or her capacity as a current or former employee of or consultant to the Company) in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership of the shares of Common Stock and/or Preferred Stock held by such Spinco Acquisition Proposal; Drag-Along Stockholder and the ability to convey title to such Shares, including but not limited to representations and warranties that (1) the Drag-Along Stockholder holds all right, title and interest in each caseand to the Shares such Drag-Along Stockholder purports to hold, iffree and clear of all liens and encumbrances, (2) the obligations of the Drag-Along Stockholder in connection with the transaction have been duly authorized, if applicable, (3) the documents to be entered into by the Drag-Along Stockholder have been duly executed by the Drag-Along Stockholder and delivered to the acquirer and are enforceable against the Drag-Along Stockholder in accordance with their respective terms and (4) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Drag-Along Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency applicable to such Drag-Along Stockholder; (B) the Drag-Along Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders (an “Escrow”)); (C) liability for indemnification, if any, of the Drag-Along Stockholder for the inaccuracy of any representations and warranties, or for the breach of any covenant, made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an Escrow) and is pro rata in proportion to, and only ifdoes not exceed, the aggregate consideration receivable by such Drag-Along Stockholder (whether directly or out of an Escrow) in the Proposed Sale; (D) liability shall be limited to the amount of consideration actually paid to such Drag-Along Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Drag-Along Stockholder, the liability for which need not be limited as to such Drag-Along Stockholder; (E) upon the consummation of the Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences and amounts to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event even if it is structured as a Stock Sale) in accordance with the Charter in effect immediately prior to taking the Proposed Sale; and (F) the Proposed Sale does not result in such Preferred Stockholder (or affiliate thereof) having any action described in clause obligation to agree to any: (i) or covenant not to compete; (ii) abovecovenant not to solicit customers, employees or suppliers of any party to the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available Proposed Sale (or affiliate thereof); or (iii) covenant to amend, modify or terminate any contracts or commercial arrangements to which such Spinco Acquisition Proposal either constitutes Preferred Stockholder (or affiliate thereof) is a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalparty.

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Stockholder will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 7.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is made directly several and not joint with any other Person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate of Incorporation related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iii) unless (A) the Requisite Preferred Holders and (B) the holders of a majority in voting power of the then outstanding shares of Series D Preferred Stock and Series D-1 Preferred Stock, voting separately as a class, elect to receive a lesser amount by written notice given to the Company at least three (3) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that that, notwithstanding the foregoing, if the Person making consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 7.2(d) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such Spinco Acquisition Proposal is securities or of any person as a competitor broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Spinco BusinessKey Holder Shares or Investor Shares, Remainco shall not provide any commercially sensitive non-public information as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Person Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” exchange for the Key Holder Shares or other similar procedures designed to limit the disclosure of competitively sensitive informationInvestor Shares, as applicable; and (iie) participate no Stockholder that is a venture capital fund, investment fund or similar investment vehicle shall be required, in connection with such Proposed Sale, to enter into any discussions agreements with non-competition, non-solicitation, non-hire provisions or negotiations with any such Person similar restrictive covenants (other than customary covenants regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalconfidentiality).

Exceptions. Notwithstanding the foregoing, a Stockholder will not be required to comply with Section 3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders subject to the immediately preceding parenthetical but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to actual fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) subject to clause (g) below, unless the holders of at least a majority of the Preferred Stock elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming and treating for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Key Holder Shares, Investor Shares or Common Stock Investor Shares, whether Preferred Stock or Common Stock, as applicable, pursuant to this Section 3.3(e) includes any securities and due receipt thereof by any Key Holder, Investor or Common Stock Investor would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Key Holder, Investor or Common Stock Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder, Investor or Common Stock Investor in lieu thereof, against surrender of the Key Holder Shares, Investor Shares or Common Stock Investor Shares, whether Preferred Stock or Common Stock, as applicable, which would have otherwise been sold by such Key Holder, Investor or Common Stock Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder, Investor or Common Stock Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares, Investor Shares or Common Stock Investor Shares, whether Preferred Stock or Common Stock, as applicable; (f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this Section 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders; (g) other than the covenant to the provide the indemnification described in clause (d) above and to deliver the shares of the Company at Closing (if applicable), other customary closing deliverables and other customary covenants reasonably necessary to facilitate the consummation of the Closing, no Stockholder shall be required to make any covenants as to such Stockholder’s actions, business or operations or that would otherwise restrict the actions of such Stockholder (including, for example, any non-compete or similar provisions); (h) notwithstanding anything in this Section 8.2 Agreement to the contrary, if the Triggering Event occurs, then during consideration to be paid to the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or Series B Preferred Stock in connection with the Proposed Sale is less than $6.23 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), holders of a breach majority of the obligations set forth in this Section 8.2, Remainco may:Series B Preferred Stock consent to the Proposed Sale; and (i) provide information notwithstanding anything in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) this Agreement to the Person who made such Spinco Acquisition Proposalcontrary, provided that such information has previously been made available to, or is made available to, RMT Partner prior if the consideration to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive be paid to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person Series B-1 Preferred Stock in connection with the Proposed Sale is less than $6.75 per share (subject to appropriate adjustment in the event of any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” stock dividend, stock split, combination or other similar procedures designed recapitalization), holders of a majority of the Series B-1 Preferred Stock consent to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalProposed Sale.

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Shareholder will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 2.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) provide information the Shareholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalShareholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Shareholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Shareholder have been duly executed by the Shareholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Shareholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms Company (other than a breach by any Shareholder of any identical representations, warranties and covenants provided by all Shareholders with respect to the Company and not with respect to themselves, in which case the Confidentiality Agreement are on RMT Partner (it being understood that Shareholder shall be liable for its pro rata share of the damages resulting from such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal breach, and except to the extent such Spinco Acquisition Proposal is made directly that funds may be paid out of an escrow established to Remainco)cover breach of representations, warranties and covenants of the Company; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of breaching Shareholder shall be required to reimburse the Spinco Business, Remainco shall not provide any commercially sensitive non-public information breaching Shareholders for an amount equal to their respective pro rata shares of any amount paid out of escrow in respect of a breach by the breaching Shareholder of one of its representations and warranties with respect to itself); (c) the liability for indemnification, if any, of such Person Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Shareholders in connection with such Proposed Sale, is several and not joint with any actions permitted other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company; provided, however, that the breaching Shareholder shall be required to reimburse the non-breaching Shareholders for an amount equal to their respective pro rata shares of any amount paid out of escrow in respect of a breach by this Section 8.2(b) other than the breaching Shareholder of one of its representations and warranties with respect to itself), and subject to the provisions of the Amended Articles related to the allocation of the escrow, is pro rata in accordance proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive informationsuch Proposed Sale; and (iid) participate upon the consummation of the Proposed Sale, each holder of each class or series of the Company’s share capital will receive the same form and amount of consideration for their shares of such class or series as is set forth in the Amended Articles in effect immediately prior to the consummation of the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the Shares pursuant to this Subsection 2.3(d) includes any discussions securities and due receipt thereof by any Shareholder would require under applicable law (x) the registration or negotiations qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in either Regulation D promulgated under the Securities Act of 1933 or NI 45-106, in either case, as amended, the Company may cause to be paid to any such Person regarding Shareholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Spinco Acquisition Proposal; Shareholder, an amount in each case, if, and only if, prior cash equal to taking any action described in clause the fair value (i) or (ii) above, the Remainco Board determines as determined in good faith after consultation with Remainco’s financial advisor that based on by the information then available Company) of the securities which such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or Shareholder would reasonably be expected to result otherwise receive as of the date of the issuance of such securities in a Spinco Superior Proposalexchange for the Shares.

Exceptions. Notwithstanding anything in this Section 8.2 Any other provision herein to the contrarycontrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: 10.1 To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s Certificate of Incorporation or Bylaws, or any other statute or law or otherwise as required or permitted under Section 145 of the GCL, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; or 10.2 To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal a court of competent jurisdiction determines that did not arise from or in connection with a breach each of the obligations material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or 10.3 To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or 10.4 To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; or 10.5 To indemnify Indemnitee for any act, omission or transaction listed in the exceptions to waiver of personal liability of a director set forth in this Section 8.2, Remainco may: (i102(b)(7) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalGCL.

Exceptions. Notwithstanding anything in this the foregoing, a Voting Party shall not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 7(b) above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (i) provide information any representations and warranties to be made by such Voting Party in response connection with the Proposed Sale are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (including non-public information regarding Remainco A) the Voting Party holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made Shares such Spinco Acquisition ProposalVoting Party purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (B) the obligations of the Voting Party in connection with the time such information is made available transaction have been duly authorized, if applicable, (C) the documents to such Person be entered into by the Voting Party have been duly executed by the Voting Party and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Voting Party in accordance with their respective terms and (D) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Voting Party’s obligations thereunder, shall cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Voting Party shall not be liable for the inaccuracy of any representation or warranty made by any other party person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent such Spinco Acquisition Proposal is made directly that funds may be paid out of an escrow established to Remainco); providedcover breach of representations, however, that if the Person making such Spinco Acquisition Proposal is a competitor warranties and covenants of the Spinco BusinessCompany as well as breach by any stockholder of any of identical representations, Remainco shall not provide warranties and covenants provided by all stockholders); (iii) the liability for indemnification, if any, of such stockholder in the Proposed Sale and for the inaccuracy of any commercially sensitive non-public information to such Person representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any actions permitted other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by this Section 8.2(b) other than any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Voting Party in connection with such Proposed Sale (in accordance with customary “clean room” the provisions of the Certificate); (iv) upon the consummation of the Proposed Sale, (A) each holder of each class or series of the Company’s stock shall receive the same form of consideration for their shares of such class or series as is received by other similar procedures designed holders in respect of their shares of such same class or series of stock, (B) each holder of a series of Preferred Stock shall receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (C) each holder of Common Stock shall receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (D) unless the holders of at least sixty percent (60%) of the voting power of the outstanding shares of Preferred Stock elect otherwise by written notice given to limit the disclosure Company at least 5 days prior to the effective date of competitively sensitive informationany such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; and (iiv) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior subject to taking any action described in clause (i) or (iiiv) above, requiring the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on same form of consideration to be available to the information then available holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably capital stock shall be expected to result in a Spinco Superior Proposalgiven the same option.

Exceptions. Notwithstanding anything The indemnity provided for in this Section 8.2 8.01(a) shall not extend to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach any of the obligations set forth in this Section 8.2, Remainco mayfollowing: (i) provide information in response With respect to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) an Indemnitee, Taxes based upon, measured by or with respect to the Person who made net or gross income, items of tax preference or minimum tax or excess profits, receipts, value added (but only to the extent such Spinco Acquisition Proposalvalue added tax is in the nature of an income tax), provided capital, franchise, net worth or conduct of business or other similarly-based Taxes of such Indemnitee (other than any Taxes in the nature of sales, use, transfer, excise, rental, license, ad valorem, property or other similarly based Taxes) (the "Income Taxes"); provided, however that the provisions of this paragraph (b)(i) shall not exclude from the indemnity described in Section 8.01(a) hereof, any Income Taxes to the extent such information has previously been made available toIncome Taxes are imposed by any jurisdiction in which the Indemnitee would not be subject to such type of Income Taxes but for, or is made available to, RMT Partner prior to or concurrently with the time such information is made available would be subject to such Person and thattype of Income Taxes solely as a result of, prior to furnishing (x) the operation, registration, location, presence, or use of the Aircraft, Airframe, any Engine or any Part thereof, in such information, Remainco receives from jurisdiction or (y) the Person making place of incorporation or principal office or the activities of the Lessee or any sublessee in such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner jurisdiction (it being understood that any such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal indemnity would be payable only to the extent of the net harm incurred by the Indemnitee from such Spinco Acquisition Proposal Income Taxes, taking into account any incremental current Tax benefit in another tax jurisdiction resulting from payment of such Income Taxes); provided, further, that the provisions of this paragraph (b)(i) relating to Income Taxes shall not exclude from the indemnity described in Section 8.01(a) hereof any Income Taxes for which the Lessee would be required to indemnify an Indemnitee (x) so that any payment under the Operative Agreements, otherwise required to be made on an After-Tax Basis, is made directly on an After-Tax Basis or (y) pursuant to Remaincothe last sentence of Section 8.02, 8.05, 9.02 or 9.05 of this Agreement; (ii) [Reserved]; (iii) Taxes arising out of or measured by acts, omissions, events or periods of time (or any combination of the foregoing) which occur after (and are not attributable to acts, omissions or events occurring contemporaneously with or prior to) (A) the payment in full of all amounts payable by the Lessee pursuant to and in accordance with the Operative Agreements, or the earlier discharge in full of the Lessee's payment obligations under and in accordance with the Lease and the Operative Agreements (and the Certificates in the case of the Indenture Trustee or the Trust Indenture Estate if the Lessee shall have assumed the Certificates pursuant to Section 7.11 of this Agreement), and (B) the earliest of (x) the expiration of the Term of the Lease and return of the Aircraft in accordance with Article 12 of the Lease, (y) the termination of the Lease in accordance with the applicable provisions of the Lease and return of the Aircraft in accordance with the Lease, or (z) the termination of the Lease in accordance with the applicable provisions of the Lease and the transfer of all right, title and interest in the Aircraft to the Lessee pursuant to its exercise of any of its purchase options set forth in Section 4.02(a) of the Lease, except that, notwithstanding anything in this Section 8.01(b) to the contrary, Taxes incurred in connection with the exercise of any remedies pursuant to Article 17 of the Lease following the occurrence of an Event of Default shall not be excluded from the indemnity described in Section 8.01(a) hereof; (iv) As to the Owner Trustee, Taxes imposed against the Owner Trustee upon or with respect to any fees for services rendered in its capacity as Owner Trustee under the Trust Agreement or, as to the Indenture Trustee, Taxes imposed against the Indenture Trustee upon or with respect to any fees received by it for services rendered in its capacity as Indenture Trustee under the Indenture; (v) Taxes imposed on an Indemnitee that would not have been imposed but for the willful misconduct or gross negligence of such Indemnitee (other than gross negligence or willful misconduct not actually committed by but instead imputed to such Indemnitee by reason of such Indemnitee's participation in the transactions contemplated by the Operative Agreements) or the breach by such Indemnitee of any representation, warranty or covenant contained in the Operative Agreements or any document delivered in connection therewith (unless attributable to a breach of representation, warranty or covenant of the Lessee); (vi) Taxes imposed on the Owner Trustee or the Owner Participant or any successor, assign or Affiliate thereof which became payable by reason of any voluntary or involuntary transfer or disposition by such Indemnitee subsequent to the Delivery Date, including revocation of the Trust, of any interest in some or all of the Aircraft, Airframe, Engines or Parts thereof or its interest in the Lessor's Estate, other than (A) Taxes that result from transfers or dispositions which occur while an Event of Default under the Lease has occurred and is continuing at the time of such transfer or disposition or (B) Taxes that result from any transfer or disposition pursuant to the terms of the Lease; (vii) Taxes imposed on the Owner Participant for which the Lessee is obligated to indemnify the Owner Participant pursuant to the Tax Indemnity Agreement; (viii) Notwithstanding anything herein to the contrary, Taxes imposed on a successor, assign or other transferee (including, without limitation, a transferee which is a new lending office of an original Indemnitee) of any entity or Person which on the Delivery Date is an Indemnitee (for purposes of this clause (viii), an "original Indemnitee") or such original Indemnitee to the extent that such Taxes exceed the amount of Taxes that would have been imposed and would have been indemnifiable pursuant to Section 8.01(a) hereof had there not been a succession, assignment or other transfer by such original Indemnitee of any such interest of such Indemnitee in the Aircraft or any Part thereof, any interest in or under any Operative Agreement, or any proceeds thereunder (it being understood that for purposes of determining the amount of indemnification that would have been due to such original Indemnitee with respect to a net income Tax, it shall be assumed that such original Indemnitee would be subject to taxation on its income at the highest marginal statutory rate applicable to it); provided, however, that if the Person making such Spinco Acquisition Proposal exclusion provided by this clause (viii) shall not apply in the case of a succession, assignment or other transfer (1) while an Event of Default under the Lease or the Indenture has occurred and is continuing; (2) required by any provision of the Operative Agreements (other than pursuant to Section 7.02 hereof) or (3) in the case of the Owner Participant, to any Tax other than an Income Tax; (ix) [Reserved]; (x) any Taxes which have been included in the Purchase Price; (xi) any Taxes which would not have been imposed but for a Lessor's Lien with respect to the Owner Participant or an Indenture Trustee's Lien with respect to the Indenture Trustee; (xii) any Taxes imposed on the Owner Participant or any person who is a competitor "disqualified person", within the meaning of Section 4975(e)(2) of the Spinco BusinessCode, Remainco shall not provide or a "party in interest", within the meaning of Section 3(14) of ERISA, by virtue of such person's relationship to the Owner Participant as the result of any commercially sensitive non-public information prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to such Person in connection with the purchase or holding of any actions permitted by this Section 8.2(bPass Through Certificate (or any funded participation therein) (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in accordance the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with customary “clean room” respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the person or persons having discretion or control (other similar procedures designed to limit than in the disclosure capacity of competitively sensitive informationa directed trustee or custodian), over such purchase or holding; and (iixiii) participate in Taxes imposed by any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior jurisdiction to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based extent they would have been imposed on the information then available Lessor or the Owner Participant for activities in such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected jurisdiction unrelated to result in a Spinco Superior Proposalthe transactions contemplated by the Operative Agreements.

Exceptions. Notwithstanding anything contained in this Section 8.2 Agreement to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response at any time prior to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach receipt of the obligations set forth in this Section 8.2, Remainco mayCompany Shareholder Approval: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries the Company (including the Spinco EntitiesSpecial Committee or the Board of Directors acting solely in accordance with the recommendation of the Special Committee), directly or indirectly through its or their Representatives, may (A) engage in negotiations or discussions with any Third Party and its Representatives that has made an unsolicited offer, inquiry, proposal or indication of interest with respect to an Acquisition Proposal not resulting, in whole or in part, from a breach, in any material respect, of this Section 6.04, if the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has reasonably determined in good faith, after consultation with its outside legal counsel and financial advisor, based on information then available, that (1) such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and (2) failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties to the Company shareholders under Applicable Law and (B) furnish to such Third Party or its Representatives (after making the determination set forth in the foregoing clause (A)) information relating to the Person who Company or any of its Subsidiaries and afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries pursuant to and in accordance with an Acceptable Confidentiality Agreement; provided that, to the extent that any information relating to the Company or its Subsidiaries is provided to any such Third Party or any such Third Party is given access, in each case which was not previously provided to or made such Spinco Acquisition Proposalavailable to Parent in connection with this transactions contemplated hereby, provided that such information has previously been or access is provided or made available toto Parent substantially concurrently with, or is made available topromptly following, RMT Partner prior to or concurrently with the time such Third Party is provided such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive informationaccess; and (ii) participate subject to compliance with the rest of this Section 6.04 (including Section 6.04(d)), the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee may, (A) in response to an unsolicited offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach, in any discussions material respect, of this Section 6.04 and that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or negotiations the Special Committee has determined in good faith, after consultation with any such Person regarding such Spinco Acquisition its outside legal counsel and financial advisor, constitutes a Superior Proposal; , make an Adverse Recommendation Change or terminate this Agreement pursuant to and in each caseaccordance with Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, or (B) in response to an Intervening Event, make an Adverse Recommendation Change, if, in each case of clauses (A) and only if(B), prior to taking any action described the Board of Directors (acting solely in clause (iaccordance with the recommendation of the Special Committee) or (ii) above, the Remainco Board Special Committee determines in good faith faith, after consultation with Remainco’s its outside legal counsel and financial advisor advisor, that based on the information then available failure to take such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or action would reasonably be expected to result be inconsistent with its fiduciary duties to the Company shareholders under Applicable Law. For the avoidance of doubt, the Company may not terminate this Agreement pursuant to Section 10.01(d)(i) unless it pays, or causes to be paid, to Parent the Termination Fee immediately prior to or concurrently with such termination, in accordance with Section 11.04. In addition, nothing contained herein shall prevent the Company or the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee from (A) taking and disclosing to the Company’s shareholders a Spinco Superior Proposalposition contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act or Item 1012(a) of Regulation M-A promulgated under the 1934 Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) with respect to an Acquisition Proposal (provided that neither the Company nor the Board of Directors nor the Special Committee may recommend any Acquisition Proposal unless permitted by Section 6.04(b)(ii) and even if permitted by the foregoing, is subject to the rights of Parent set forth in this Agreement); (B) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; or (C) making any disclosure not related to an Acquisition Proposal to the shareholders of the Company that is required by Applicable Law or with respect to which the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. The Company shall cause each of its and its Subsidiaries’ Representatives to comply with this Section 6.04 and shall be responsible for any breach by such Representatives hereof (other than, in each case, any Representatives that are also Representatives or Affiliates of Parent, or that are Representatives of such Affiliates of Parent).

Exceptions. Notwithstanding anything in this Section 8.2 Any individual exceptions to the contraryabove policy require prior approval by the Chief Financial Officer. Any changes to the above policy require prior approval by the Board of Directors of ▇▇▇▇▇▇▇ Manufacturing Co., if Inc. In order for [ ] (“Assignee Lender”) to determine whether or not it will participate in the Triggering Event occurssyndicated credit facility (the “Financing”) provided to ▇▇▇▇▇▇▇ Manufacturing Co., then during Inc. (the period beginning “Company”), pursuant to that Credit Agreement dated as of October 10, 2007 (as the same may form time to time be amended, modified or restated, the “Credit Agreement”), among the Company, as borrower, ▇▇▇▇▇▇▇ Dura-Vent Company, Inc., ▇▇▇▇▇▇▇ Strong-Tie Company Inc., ▇▇▇▇▇▇▇ Strong-Tie International, Inc. and such other Material Subsidaries (as such term is defined in the Credit Agreement) of the Company as may from time to time be joined thereto as guarantors, [ ] (“Assignor Lender”) and the other banks and other institutional lenders from time to time party thereto and named therein as “Lenders”, and ▇▇▇▇▇ Fargo Bank, National Association in its separate capacity as administrative agent on behalf and for the date benefit of itself and the Triggering Event occurs Lenders (in such capacity, the “Agent”), Assignee Lender has requested, and ending on the date Company is prepared to make available to Assignee Lender, certain financial and other information relating to the RMT Partner Stockholder Approval Company and its affiliates which is obtainednon-public, confidential or proprietary in nature. By execution of this confidentiality agreement (this “Agreement”) and as a condition to such information being furnished to Assignee Lender, Assignee Lender agrees that all information concerning the Company, in response whatever form maintained (whether documentary, computerized, electronic or otherwise), that is furnished or has been previously furnished to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from Assignee Lender by or on behalf of the Company (herein collectively referred to as the “Confidential Information”) in connection with a the Financing, will be held and treated by Assignee Lender, its affiliates, and its and their respective directors, officers, employees, advisors, agents, or representatives (collectively, “Related Persons”) in confidence and will not, except as hereinafter provided, without the prior written consent of the Company and Assignor Lender, be disclosed by Assignee Lender or any Related Person in any manner whatsoever, in whole or in part, or be used by Assignee Lender or any Related Person other than in connection with Assignee Lender’s consideration or provision of the Financing. Assignee Lender further agrees to disclose Confidential Information only to Related Persons who need to know the Confidential Information for purposes of evaluating the Financing and who agree to keep such information confidential and to be bound by the terms of this Agreement to the same extent as if they were parties hereto, and for such purposes Assignee Lender shall be responsible for any breach of this Agreement by such Related Persons. In addition, subject to the obligations set forth in this Section 8.2last sentence of the preceding paragraph, Remainco may: Assignee Lender agrees that it will not make any disclosure (i) provide information in response that it, Assignor Lender or the Company are having or have had discussions, or that it has received Confidential Information from the Company or Assignor Lender concerning the Financing or (ii) concerning any investigations, discussions or negotiations relating to a request therefor (including non-public information regarding Remainco and its Subsidiaries (the Financing, including the Spinco Entities)) to status thereof or any of the Person who made such Spinco Acquisition Proposalterms, provided that such information has previously been made available to, conditions or is made available to, RMT Partner prior to other facts or concurrently events with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)respect thereto; provided, however, and subject to the paragraphs below, Assignee Lender may make such disclosure if in the opinion of Assignee Lender’s counsel such disclosure must be made by Assignee Lender in order that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco BusinessAssignee Lender not violate any applicable law, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” rule or other similar procedures designed to limit the disclosure of competitively sensitive information; regulation and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) abovesuch disclosure, Assignee Lender promptly advises and consults with the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on Company and its legal counsel concerning the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected Assignee Lender proposes to result in a Spinco Superior Proposal.disclose. Notwithstanding the foregoing, for purposes of this Agreement, “Confidential Information” does not include information which:

Exceptions. Notwithstanding anything (a) The obligations of confidentiality and nondisclosure shall not apply to Confidential Information which the Receiving Party can demonstrate by competent evidence (i) at the time of disclosure is in the public domain; (ii) after disclosure becomes part of the public domain through no act or omission by the Receiving Party; (iii) was in the possession of the Receiving Party prior to disclosure or development under this Section 8.2 Agreement; (iv) is rightly received by the Receiving Party, without obligation of secrecy, from a Third Party who was entitled to receive and transfer such; or (v) is independently developed by employees of the contraryReceiving Party without reference to Confidential Information of the Disclosing Party. (b) The Receiving Party shall also be entitled to disclose the Disclosing Party’s Confidential Information: (i) that is required to be disclosed by applicable laws or regulations (including, if the Triggering Event occurswithout limitation, then during the period beginning on the date the Triggering Event occurs to comply with Securities and ending on the date the RMT Partner Stockholder Approval is obtainedExchange Commission, in response accordance with generally accepted accounting principles, or stock exchange disclosure requirements) or by order of any governmental body or a court of competent jurisdiction; (ii) to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from regulatory authorities for the purpose of seeking regulatory approval of a Tocagen Product in the case of Tocagen or a Commercial Product in the case of Siemens; (iii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iv) as may be necessary to Third Parties in connection with business transactions with the Parties, provided, that such Third Parties shall be bound by a breach confidentiality agreement obligating them to keep such information confidential consistent with the terms of this Agreement; and (v) as may be required otherwise, provided that the Receiving Party gives the Disclosing Party an outline of the obligations set forth material to be disclosed and the Disclosing Party shall consent to such disclosure; provided, that the Receiving Party required to disclose such information shall use Commercially Reasonable Efforts to obtain confidential treatment of such information by the agency or court or other disclosee to the maximum permitted extent under law, and that, in this Section 8.2, Remainco may: the case of disclosures under (i) shall provide information in response to the Disclosing Party with a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor copy of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information proposed disclosure in sufficient time to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” allow reasonable opportunity to comment or other similar procedures designed institute legal action to limit the prevent disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalthereon.

Exceptions. Notwithstanding anything the foregoing, a Stockholder will not be required to comply with Section 3.2 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”), unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the contraryShares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Series A Preferred Stock will receive the same amount of consideration per share of such series of Series A Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the Series A Preferred Stock elect to receive a lesser amount by written notice given to the Company at least five (5) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall be allocated among the holders of Series A Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for the Key Holder Shares or Investor Shares, then during as applicable, pursuant to this Section 3.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the period beginning on registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder or Investor would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2exchange for the Key Holder Shares or Investor Shares, Remainco may:as applicable; and (if) provide information in response subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including e) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b3.3(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Section 8.2 Paragraph 5 will be construed to require NAI to pay or reimburse: • Excluded Taxes; or • Losses incurred or suffered by any Interested Party to the contraryextent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or • Losses that result from any Liens Removable by BNPPLC; or • transaction expenses (including Attorneys’ Fees) incurred by any of the Participants in connection with the drafting, if negotiation or execution of the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from Participation Agreement (or supplements making them parties thereto) or in connection with a breach of any due diligence Participants may undertake before entering into the obligations set forth in this Section 8.2Participation Agreement; or • Local Impositions or other Losses contested, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco if and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposalso long as they are contested, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than NAI in accordance with customary “clean room” any of the provisions of this Lease or other similar procedures designed Operative Documents which expressly authorize such contests; or • transaction expenses or other Losses caused by or necessary to limit the disclosure accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i3) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement; or • any amount which may from time to time be payable by BNPPLC to any Participant representing the excess of “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or • any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of this Lease or other Operative Documents by NAI. Further, without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the following in the calculation of the Lease Balance, the Break Even Price and the Make Whole Amount (as applicable) or (ii) aboveto collect Base Rent, a Supplemental Payment and other amounts, the Remainco Board determines calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in good faith after consultation Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested Party for costs paid by BNPPLC with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalproceeds of the Initial Advance as part of the Transaction Expenses.

Exceptions. Notwithstanding anything in this the foregoing, a Member will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or ‎10.07‎(b) above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (i) provide information any representations and warranties to be made by such Member in response connection with the Proposed Sale are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such Units, including but not limited to representations and warranties that (including non-public information regarding Remainco A) the Member holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made Units such Spinco Acquisition ProposalMember purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (B) the obligations of the Member in connection with the time such information is made available transaction have been duly authorized, if applicable, (C) the documents to such Person be entered into by the Member have been duly executed by the Member and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than acquirer and are enforceable against the Member in accordance with their respective terms and (D) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Member’s obligations thereunder, will cause a breach or violation of the terms in of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Member shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Proposed Sale, other than for the inaccuracy of any representation or warranty made by the Company in connection with the Proposed Sale (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members); (iii) the liability for indemnification, if any, of such Member in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Members in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Member of any of identical representations, warranties and covenants provided by all Members), and subject to the provisions of this Agreement, and is pro rata in proportion to the amount of consideration paid to such Member in connection with such Proposed Sale (in accordance with customary “clean room” the provisions of this Agreement related to the allocation of the escrow); (iv) a Member’s liability shall be limited to such Member’s pro rata share (determined based on the respective proceeds payable to each Member in connection with such Proposed Sale in accordance with the provisions of this Agreement) of a negotiated aggregate indemnification amount that applies equally to all Members but that in no event exceeds the amount of consideration actually paid to such Member in connection with such Proposed Sale, except with respect to claims of fraud by such Member, the liability for which need not be limited as to such Member; (v) upon the consummation of the Proposed Sale: (A) except as provided in Section ‎10.07‎(b)(vi), each holder of each class or series of Units will receive the same form of consideration for their Units of such class or series as is received by other similar procedures designed holders in respect of their Units of such same class or series of Units; and (B) the aggregate consideration receivable by all holders of Units shall be allocated among the holders of Series B Preferred Units, Series A Preferred Units, Common Units and Incentive Units in accordance with Section ‎8.01 of this Agreement as if such consideration were distributed to limit the disclosure Members pursuant thereto; (vi) except as provided in Section ‎10.07‎(b)‎(b)(vi), subject to clause (v) above, requiring the same form of competitively sensitive informationconsideration to be available to the holders of any single class or series of Units, if any holders of any Units are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Units will be given the same option; and (iivii) participate no Member who is not an employee shall be required to agree to any restrictive covenant in connection with the Proposed Sale (including, without limitation, any discussions covenant not to compete with or negotiations with covenant not to solicit or hire customers, employees or suppliers of any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior party to taking any action described in clause (ithe Proposed Sale) or (ii) above, any release of claims other than a release in customary form of claims arising solely in such Member’s capacity as a Member of the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalCompany.

Exceptions. Notwithstanding anything The indemnity provided for in this Section 8.2 8.01(a) shall not extend to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach any of the obligations set forth in this Section 8.2, Remainco mayfollowing: (i) provide information in response With respect to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) an Indemnitee, Taxes based upon, measured by or with respect to the Person who made net or gross income, items of tax preference or minimum tax or excess profits, receipts, value added (but only to the extent such Spinco Acquisition Proposalvalue added tax is in the nature of an income tax), provided capital, franchise, net worth or conduct of business or other similarly-based Taxes of such Indemnitee (other than any Taxes in the nature of sales, use, transfer, excise, rental, license, ad valorem, property or other similarly based Taxes) (the "Income Taxes"); provided, however that the provisions of this paragraph (b)(i) shall not exclude from the indemnity described in Section 8.01(a) hereof, any Income Taxes to the extent such information has previously been made available toIncome Taxes are imposed by any jurisdiction in which the Indemnitee would not be subject to such Income Taxes but for, or is made available to, RMT Partner prior to or concurrently with the time such information is made available would be subject to such Person and thatIncome Taxes solely as a result of, prior to furnishing (x) the operation, registration, location, presence, or use of the Aircraft, Airframe, any Engine or any Part thereof, in such information, Remainco receives from jurisdiction or (y) the Person making place of incorporation or principal office or the activities of the Lessee or any sublessee in such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner jurisdiction (it being understood that any such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal indemnity would be payable only to the extent of the net harm incurred by the Indemnitee from such Spinco Acquisition Proposal Income Taxes, taking into account any incremental current Tax benefit in another tax jurisdiction resulting from payment of such Income Taxes); provided, further, that the provisions of this paragraph (b)(i) relating to Income Taxes shall not exclude from the indemnity described in Section 8.01(a) hereof any Income Taxes for which the Lessee would be required to indemnify an Indemnitee (x) so that any payment under the Operative Agreements, otherwise required to be made on an After-Tax Basis, is made directly on an After-Tax Basis or (y) pursuant to Remaincothe last sentence of Section 8.02, 8.05, 9.02 or 9.05 of this Agreement; (ii) [Reserved]; (iii) Taxes arising out of or measured by acts, omissions, events or periods of time (or any combination of the foregoing) which occur after (and are not attributable to acts, omissions or events occurring contemporaneously with or prior to) (A) the payment in full of all amounts payable by the Lessee pursuant to and in accordance with the Operative Agreements, or the earlier discharge in full of the Lessee's payment obligations under and in accordance with the Lease and the Operative Agreements (and the Certificates in the case of the Indenture Trustee or the Trust Indenture Estate if the Lessee shall have assumed the Certificates pursuant to Section 7.11 of this Agreement), and (B) the earliest of (x) the expiration of the Term of the Lease and return of the Aircraft in accordance with Article 12 of the Lease, (y) the termination of the Lease in accordance with the applicable provisions of the Lease and return of the Aircraft in accordance with the Lease, or (z) the termination of the Lease in accordance with the applicable provisions of the Lease and the transfer of all right, title and interest in the Aircraft to the Lessee pursuant to its exercise of any of its purchase options set forth in Section 4.02(a) of the Lease, except that, notwithstanding anything in this Section 8.01(b) to the contrary, Taxes incurred in connection with the exercise of any remedies pursuant to Article 17 of the Lease following the occurrence of an Event of Default shall not be excluded from the indemnity described in Section 8.01(a) hereof; (iv) As to the Owner Trustee, Taxes imposed against the Owner Trustee upon or with respect to any fees for services rendered in its capacity as Owner Trustee under the Trust Agreement or, as to the Indenture Trustee, Taxes imposed against the Indenture Trustee upon or with respect to any fees received by it for services rendered in its capacity as Indenture Trustee under the Indenture; (v) Taxes imposed on an Indemnitee that would not have been imposed but for the willful misconduct or gross negligence of such Indemnitee (other than gross negligence or willful misconduct not actually committed by but instead imputed to such Indemnitee by reason of such Indemnitee's participation in the transactions contemplated by the Operative Agreements) or the breach by such Indemnitee of any representation, warranty or covenant contained in the Operative Agreements or any document delivered in connection therewith (unless attributable to a breach of representation, warranty or covenant of the Lessee); (vi) Taxes imposed on the Owner Trustee or the Owner Participant or any successor, assign or Affiliate thereof which became payable by reason of any voluntary or involuntary transfer or disposition by such Indemnitee subsequent to the Delivery Date, including revocation of the Trust, of any interest in some or all of the Aircraft, Airframe, Engines or Parts thereof or its interest in the Lessor's Estate, other than (A) Taxes that result from transfers or dispositions which occur while an Event of Default under the Lease has occurred and is continuing at the time of such transfer or disposition or (B) Taxes that result from any transfer or disposition pursuant to the terms of the Lease; (vii) Taxes imposed on the Owner Participant for which the Lessee is obligated to indemnify the Owner Participant pursuant to the Tax Indemnity Agreement; (viii) Notwithstanding anything herein to the contrary, Taxes imposed on a successor, assign or other transferee (including, without limitation, a transferee which is a new lending office of an original Indemnitee) of any entity or Person which on the Certificate Closing Date is an Indemnitee (for purposes of this clause (vii), an "original Indemnitee") or such original Indemnitee to the extent that such Taxes exceed the amount of Taxes that would have been imposed and would have been indemnifiable pursuant to Section 8.01(a) hereof had there not been a succession, assignment or other transfer by such original Indemnitee of any such interest of such Indemnitee in the Aircraft or any Part thereof, any interest in or under any Operative Agreement, or any proceeds thereunder (it being understood that for purposes of determining the amount of indemnification that would have been due to such original Indemnitee with respect to a net income Tax, it shall be assumed that such original Indemnitee would be subject to taxation on its income at the highest marginal statutory rate applicable to it); provided, however, that if the Person making such Spinco Acquisition Proposal exclusion provided by this clause (vii) shall not apply in the case of a succession, assignment or other transfer (1) while an Event of Default under the Lease or the Indenture has occurred and is continuing; (2) required by any provision of the Operative Agreements (other than pursuant to Section 7.02 hereof) or (3) in the case of the Owner Participant, to any Tax other than an Income Tax; (ix) [Reserved]; (x) any Taxes which have been included in the Purchase Price; (xi) any Taxes which would not have been imposed but for a Lessor's Lien with respect to the Owner Participant or an Indenture Trustee's Lien with respect to the Indenture Trustee; (xii) any Taxes imposed on the Owner Participant or any person who is a competitor "disqualified person", within the meaning of Section 4975(e)(2) of the Spinco BusinessCode, Remainco shall not provide or a "party in interest", within the meaning of Section 3(14) of ERISA, by virtue of such person's relationship to the Owner Participant as the result of any commercially sensitive non-public information prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to such Person in connection with the purchase or holding of any actions permitted by this Section 8.2(bPass Through Certificate (or any funded participation therein) (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in accordance the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with customary “clean room” respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the person or persons having discretion or control (other similar procedures designed to limit than in the disclosure capacity of competitively sensitive informationa directed trustee or custodian), over such purchase or holding; and (iixiii) participate in Taxes imposed by any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior jurisdiction to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based extent they would have been imposed on the information then available Lessor or the Owner Participant for activities in such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected jurisdiction unrelated to result in a Spinco Superior Proposalthe transactions contemplated by the Operative Agreements.

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 1.3(a) above in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayany proposed Drag-Along Transaction unless: (i) provide information any representations and warranties to be made by such Stockholder in response connection with the Drag-Along Transaction are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (including non-public information regarding Remainco A) the Stockholder holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (B) the obligations of the Stockholder in connection with the time such information is made available Drag-Along Transaction have been duly authorized, if applicable, (C) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than Drag-Along Offeror and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery of documents to be entered into in connection with the Drag-Along Transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms in of any agreement, law or judgment, order or decree of any court or governmental agency by which such Stockholder is subject or bound; (ii) the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Stockholder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Drag-Along Transaction, other than the Company; (iii) the liability for indemnification, if any, of such Stockholder in the Drag-Along Transaction and for the inaccuracy of any representations and warranties made by the Company in connection with such Drag-Along Transaction, is several and not joint with any other Person, and is pro rata in accordance with customary “clean room” the consideration received by such Stockholder; (iv) the Stockholder shall not, in connection with such Drag-Along Transaction, be required to sign a non-compete agreement or other similar procedures designed agree to limit any non-compete covenant; (v) liability shall be limited to the disclosure amount of competitively sensitive informationconsideration actually paid to such Stockholder in connection with such Drag-Along Transaction; and (iivi) participate upon the consummation of the Drag-Along Transaction, each holder of each class or series of the Company’s stock will receive the same form and amount of consideration for each of its Shares of such class or series as is received by each other holder in any discussions respect of each of its Shares of such same class or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalseries of stock.

Exceptions. Notwithstanding anything in In no case shall liability under these warranties exceed the purchase price paid by Buyer for the non-conforming Product. All claims of Buyer for non-conforming Product, whether patent or latent, shall be barred and waived. Final determination as to whether one of these warranties has been breached rests with Seller and, provided its decision is not arbitrary, it is final and not subject to judicial review. Replacement Products provided under this Section 8.2 warranty will be shipped prepaid by Seller. The foregoing warranties do not extend to, or apply to, any materials consigned or supplied by Buyer to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal Seller or any Product that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: has been (i) provide information in response subjected to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposalmisuse, provided that such information has previously been made available toneglect, accident, improper installation, or is made available toto use in violation of instructions furnished by Seller, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and and/or (ii) participate repaired or altered outside of Seller’s factory by persons not expressly approved in any discussions writing by Seller, and/or (iii) evaluated, screened, or negotiations with any such Person regarding such Spinco Acquisition Proposal; tested by an outside testing laboratory not previously approved in each casewriting by Seller, if, and only if, prior to taking any action described in clause (i) or (iiiv) abovespecifications, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal tooling, designs or would reasonably be expected to result in a Spinco Superior Proposalinstructions produced or supplied by Buyer. (1) CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY BY BUYER AND ALL OTHER PERSONS WITH RESPECT TO SELLER’S PRODUCT AND/OR SERVICES AND THIS AGREEMENT; AND (2) ARE IN LIEU OF AND EXCLUDE ALL OTHER OBLIGATIONS, LIABILITIES, WARRANTIES OR REPRESENTATIONS ON SELLER’S PART WHETHER EXPRESS, IMPLIED, STATUTORY, AND/OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR DESIGN, NON-INFRINGMENT, AND ANY LIABILITY UNDER THEORIES OF TORT, NEGLIGENCE, WARRANTY, BREACH OF CONTRACT, STRICT OR PRODUCT LIABILITY, OR OTHERWISE. SELLER PROVIDES NO WARRANTY COVERAGE OR OTHER ASSISTANCE FOR PRODUCT PURCHASED FROM UNAUTHORIZED SOURCES. ALTHOUGH BUYER AND SELLER ARE AWARE THAT THE PRODUCTS AND/OR SERVICES COVERED BY THIS CONTRACT COULD PROVE TO BE A DEFECTIVE AND/OR OTHERWISE RESULT IN LIABILITY, THE ENTIRE RISK AS TO QUALITY OF THE PRODUCTS AND/OR SERVICES, EXCEPT THE AFOREMENTIONED EXPRESS WARRANTIES BY SELLER, IS HEREBY ASSUMED BY BUYER FOR THE PRODUCTS AND/OR SERVICES REFLECTED IN THIS ALLOCATION OF RISK.

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Stockholder will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 7.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is made directly several and not joint with any other Person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate of Incorporation related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; and (d) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock and (iii) unless the holders of (x) a majority of the Preferred Stock elect to receive a lesser amount by written notice given to the Company at least three (3) days prior to the effective date of any such Proposed Sale, , the aggregate consideration receivable by all holders of Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that that, notwithstanding the foregoing, if the Person making consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 7.2(d) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such Spinco Acquisition Proposal is securities or of any person as a competitor broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Spinco BusinessKey Holder Shares or Investor Shares, Remainco shall not provide any commercially sensitive non-public information as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and fair value (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines as determined in good faith after consultation with Remainco’s financial advisor that based on by the information then available Company) of the securities which such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal Key Holder or Investor would reasonably be expected to result otherwise receive as of the date of the issuance of such securities in a Spinco Superior Proposalexchange for the Key Holder Shares or Investor Shares, as applicable.

Exceptions. Notwithstanding anything in this the forgoing, a Large Holder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i2.1(b) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted proposed Liquidation Transaction (a “Proposed Transaction”) unless: (a) any representations and warranties to be made by this Section 8.2(bsuch Large Holder in connection with the Proposed Transaction are limited to representations and warranties related to authority, ownership of the Shares held by such Large Holder and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) other than the Large Holder holds all right, title and interest in and to the Corporation’s securities such Large Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Large Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Large Holder have been duly executed by the Large Holder and delivered to the acquirer and are enforceable against the Large Holder in accordance with customary “clean room” their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Large Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement of the Large Holder or any law or judgment, order or decree of any court or governmental agency specially applicable to the Large Holder; (b) the Large Holder shall not be liable for the inaccuracy of any representation or warranty made by any other similar procedures designed to limit person in connection with the disclosure Proposed Transaction, other than the Corporation; (c) the liability for indemnification, if any, of competitively sensitive information; andsuch Large Holder in the Proposed Transaction and for the inaccuracy of any representations and warranties made by the Corporation in connection with such Proposed Transaction, is several and not joint with any other person, and is pro rata in accordance with the portion of the proceeds received by such Large Holder in the Proposed Transaction; (d) upon the consummation of the Proposed Transaction, (i) every holder of Series B Preferred Stock will receive the same amount of consideration per share of Series B Preferred Stock, (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, ifevery holder of Series A Preferred Stock will receive the same amount of consideration per share of Series A Preferred Stock, and only if, prior to taking any action described in clause (iiii) or (ii) above, every holder of Common Stock will receive the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalsame amount of consideration per share of Common Stock.

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 4.2 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquiror and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations there under, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Stockholder is subject or bound; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is made directly several and not joint with any other person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate of Incorporation); (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Certificate of Incorporation in effect immediately prior to the Proposed Sale; and (f) subject to subsection 4.3(e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of a series or class of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such series or class of capital stock will be given the same option; provided, however, that if nothing in this subsection 4.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 Agreement to the contrary, if at any time prior to, but not after, the Triggering Event occursapproval and adoption of this Agreement by the Company’s stockholders, then during the period beginning on Company, directly or indirectly through its Representatives, may, as long as the Company, its Subsidiaries and their Representatives shall not have breached or taken any action inconsistent with Section 6.03(a), (i) engage in negotiations or discussions with any Third Party and its Representatives that has made after the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco of this Agreement a Company Acquisition Proposal that did not arise from or in connection with a breach the Board of Directors of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response Company reasonably believes constitutes or would reasonably be expected to lead to a request therefor Superior Proposal, (including ii) furnish to such Third Party or its Representatives non-public information regarding Remainco and relating to the Company or any of its Subsidiaries (including the Spinco Entities)) or afford access to the Person who made such Spinco Acquisition Proposalbusiness, provided that such information has previously been made available toproperties, assets, books or is made available to, RMT Partner prior to records of the Company or concurrently with the time such information is made available any of its Subsidiaries to such Person and thatThird Party, prior in each case pursuant to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed a customary confidentiality agreement (which confidentiality agreement shall not prohibit the Company or its Subsidiaries from providing any information to Parent required by this Section 6.03) with such Third Party with terms that are not materially no less restrictive favorable to the other party Company than the terms those contained in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of and in any event, which includes a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remaincocustomary standstill provision); provided, however, that if all such information (to the Person making extent that such Spinco Acquisition Proposal information has not been previously provided or made available to Parent) is a competitor provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to such Third Party, subject to the right of the Spinco BusinessCompany to withhold information where such disclosure would contravene any Applicable Law and (iii) take any nonappealable, Remainco shall not provide final action that any commercially sensitive non-public information court of competent jurisdiction orders the Company to such Person take, in connection with any actions permitted by this Section 8.2(beach case referred to in the foregoing subclauses, (i) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, if the Remainco Board of Directors of the Company determines in good faith faith, after consultation with Remainco’s outside legal counsel and its financial advisor advisors, that based on the information then available failure to take such Spinco action could reasonably be determined to be inconsistent with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Board of Directors of the Company from (x) complying with Rule 14e-2(a) under the 1934 Act with regard to a Company Acquisition Proposal either constitutes a Spinco Superior Proposal so long as any action taken or would statement made to so comply is consistent with this Section 6.03, (y) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of advice from its outside counsel, failure to so disclose could reasonably be expected determined to result in be inconsistent with its fiduciary duties or Applicable Law, or (z) issuing a Spinco Superior Proposal“stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act.

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 4.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquiror and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Stockholder is subject or bound; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (c) no Stockholder other than an employee or consultant of the Company shall be required to agree to any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale. (d) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is made directly several and not joint with any other person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), and, subject to any provisions of the Company’s Amended and Restated Certificate of Incorporation regarding the allocation of an escrow, is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate of Incorporation); (e) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of Series D Preferred Stock will receive the same amount of consideration per share of Series D Preferred Stock as is received by other holders in respect of their shares of Series D Preferred Stock, each holder of Series C Preferred Stock will receive the same amount of consideration per share of Series C Preferred Stock as is received by other holders in respect of their shares of Series C Preferred Stock, each holder of Series B Preferred Stock will receive the same amount of consideration per share of Series B Preferred Stock as is received by other holders in respect of their shares of Series B Preferred Stock, each holder of Series A Preferred Stock will receive the same amount of consideration per share of Series A Preferred Stock as is received by other holders in respect of their shares of Series A Preferred Stock and each holder of Series Seed Preferred Stock will receive the same amount of consideration per share of Series Seed Preferred Stock as is received by other holders in respect of their shares of Series Seed Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the payment with respect to each Share is an amount at least equal to the amount payable in accordance with the Certificate of Incorporation, if such Proposed Sale were deemed a Liquidation Event therein, and is allocated among the Stockholders in accordance with the Certificate of Incorporation; and (g) subject to subsection 4.2(f) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of a series or class of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such series or class of capital stock will be given the same option; provided, however, that if nothing in this subsection 4.2(g) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 13.1, any Member may make disclosure of Confidential Information contemplated by clauses (a), (c) and (e) below and the LLP may make the disclosure of Confidential Information contemplated by (a) through (e) below: (a) to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or any Governmental Entity in connection with applications for approval of the transactions contemplated hereby and the other Transaction Documents (or, in the case of any regulated-Affiliate of a Member, in connection with audits by the applicable Governmental Entities), (b) to financial institutions in connection with the financing transactions contemplated hereby, (c) in the case of any Member, (i) to a bona fide potential Transferee who is not a Competitor (as defined in Section 9.5) if such Member desires to undertake any Transfer of its Membership Interests permitted by this Agreement (provided that such potential Transferee first executes a confidentiality agreement in such form reasonably acceptable to the LLP), and (ii) to its direct and indirect stockholders, limited partners, members or other equityholders, as the case may be, all materials made available to such Member pursuant to the terms of this Agreement, (d) to any rating or similar agency in connection with its analysis or review of the LLP or any of its Subsidiaries and (e) to any other Person if such party becomes compelled by Law (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand, mandatory provision of Law, regulation or stock exchange rule) to disclose any of the Confidential Information. In addition, each Member may report to its stockholders, limited partners, members or other equityholders, as the case may be, the general status of such Member’s investment in the LLP (without disclosing specific Confidential Information). A disclosing Member shall be responsible for a breach by any third Person to whom such disclosing Member discloses Confidential Information in accordance with the terms of the obligations set forth in Section 13.1 and subclause (c)(ii) of this Section 8.213.2. In the case of clause (e) above, Remainco may: the disclosing party shall (i) provide information in response to a request therefor (including the other parties hereto with prompt written notice of such requirement so that such non-public information regarding Remainco disclosing parties may seek a protective order or other appropriate remedy or waive compliance with the terms of this Article XIII and its Subsidiaries (including ii) take such reasonable legally available steps as the Spinco Entitiesnon-disclosing parties may reasonably request to resist or narrow such requirement (at the expense of the non-disclosing parties). In the event that such protective order or remedy is not obtained, or that the non-disclosing parties waive compliance with the terms hereof, the disclosing party agrees to furnish only that portion of the Confidential Information that it is advised by counsel is required to be furnished, and to exercise commercially reasonable efforts (at the LLP’s expense) to the obtain assurance that confidential treatment shall be accorded such Confidential Information. The obligations with respect to Confidential Information in Section 13.1 and this Section 13.2 shall terminate two (2) years after a Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior ceases to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of be a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)Member; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor obligation to maintain the confidentiality of the Spinco Business, Remainco “trade secrets” shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalterminate.

Exceptions. Notwithstanding anything Except as provided below in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: 6.06(d): (i) provide information the Seller’s Board of Directors shall recommend that the Seller’s stockholders vote in response favor of and to adopt and approve this Agreement and the Merger at the Seller Stockholders’ Meeting, (ii) the Proxy Statement/Prospectus shall include a request therefor statement of the Seller’s Board of Directors Recommendation, and (including non-public information regarding Remainco and its Subsidiaries (including iii) neither the Spinco Entities)) Seller’s Board of Directors nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify, in a manner adverse to the Person who made such Spinco Acquisition ProposalCompany (in either event, provided that such information has previously been made available toa “Change of Recommendation”), or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending Seller’s Board of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)Directors Recommendation; provided, however, that if nothing in this Agreement shall prevent the Person making such Spinco Acquisition Proposal is a competitor Seller’s Board of Directors from (1) withholding, withdrawing, amending or modifying the Spinco BusinessSeller’s Board of Directors Recommendation, Remainco shall or (2) not provide any commercially sensitive non-public information to such Person including in connection with any actions permitted by this Section 8.2(b) other than the Proxy Statement/Prospectus the Seller’s Board of Directors Recommendation if, in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each either case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Seller’s Board of Directors reasonably determines in good faith faith, after consultation with Remaincoits outside legal counsel, that, due solely to facts or circumstances coming to the attention of the Seller’s financial advisor that based on Board of Directors after the information then available date of this Agreement, the failure to take such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would action is reasonably be expected likely to result in a Spinco breach by the Seller’s Board of Directors of its fiduciary obligations to Seller’s stockholders under applicable Law; and provided further, however, that neither the Seller nor the Seller’s Board of Directors may take any of the actions described in clauses (1) and (2) of the immediately preceding proviso unless the Seller shall have received an Acquisition Proposal that has not been withdrawn as of the time of such action of the Seller’s Board of Directors and the Seller’s Board of Directors shall have reasonably determined in good faith, after taking into consideration the advice of and consultation with an investment banking firm of national reputation, that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior ProposalOffer.

Exceptions. Notwithstanding anything in this Section 8.2 4.1 Any other provision herein to the contrarycontrary notwithstanding, if pursuant to the Triggering Event occurs, then during terms of this Agreement the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did Corporation shall not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco maybe obligated: (a) To indemnify or advance expenses to the Indemnified Party with respect to Proceedings initiated or brought voluntarily by the Indemnified Party and not by way of defense, unless (i) provide information in response the Proceedings were brought to establish or enforce a request therefor (including non-public information regarding Remainco and its Subsidiaries (including right to indemnification under this Agreement, the Spinco Entities)) to the Person who made such Spinco Acquisition ProposalDGCL or any other statute or law, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in the Board authorized the Proceeding (or any discussions or negotiations with part of any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, Proceeding) prior to taking its initiation or (iii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law; or (b) To indemnify the Indemnified Party for any expenses incurred by the Indemnified Party with respect to any claim, action described or proceeding instituted to enforce or interpret this Agreement, if a court of competent jurisdiction determines that any of the material assertions made by the Indemnified Party in clause such Proceedings was not made in good faith or was frivolous; or (c) To indemnify the Indemnified Party for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnified Party of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law, or (ii) aboveany reimbursement of the Corporation by the Indemnified Party of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnified Party from the sale of securities of the Corporation, as required in each case under the Remainco Board determines in good faith after consultation Exchange Act; or (d) To indemnify the Indemnified Party for expenses or liabilities of any type whatsoever which have been paid directly to the Indemnified Party by an insurance carrier under a policy of directors’ and officers’ liability insurance maintained by the Corporation, except with Remainco’s financial advisor that based on respect to any excess beyond the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal amount paid under any insurance policy or would reasonably be expected to result in a Spinco Superior Proposalother indemnity provision.

Exceptions. Notwithstanding anything in this the forgoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 4(b)(i) above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (iA) provide information any representations and warranties to be made by such Stockholder in response connection with the Proposed Sale are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (including non-public information regarding Remainco I) the Stockholder holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (II) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (III) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than acquirer and are enforceable against the Stockholder in accordance with their respective terms and (IV) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms in the Confidentiality Agreement are on RMT Partner of any agreement, law or judgment, order or decree of any court or governmental agency; (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco B) The Stockholder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Proposed Sale, other than the Company; (C) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is limited to the amount of consideration paid to such Stockholder in connection with such Proposed Sale in accordance with customary “clean room” or other similar procedures designed the provisions of the Certificate of Incorporation); (D) liability shall be limited to limit such Stockholder’s pro rata share (determined in proportion to proceeds received by such Stockholder in connection with such Proposed Sale in accordance with the disclosure provisions of competitively sensitive informationthe Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration actually paid to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (E) upon the consummation of the Proposed Sale, (I) each Preferred Holder and each holder of Common Shares will receive the same form of consideration for their Common Shares and Preferred Shares, (II) with respect to the Preferred Shares, each Preferred Holder will receive the same amount of consideration per Preferred Share, (III) each holder of Common Shares will receive the same amount of consideration per Common Share, and (IV) unless the holders of at least seventy-five percent (75%) of the Preferred Shares elect otherwise by written notice given to the Company at least fifteen (15) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Shares and Common Shares shall be allocated among the holders of Preferred Shares and Common Shares on the basis of the relative liquidation preferences to which the holders of Preferred Shares and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Certificate of Incorporation in effect immediately prior to the Proposed Sale; and (iiF) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior subject to taking any action described in clause (i) or (iiE) above, requiring the Remainco Board determines in good faith after consultation with Remaincosame form of consideration to be received by the holders of the Company’s financial advisor that based on Common and Preferred Stock, if any holders of any capital stock of the information then available Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably capital stock will be expected to result in a Spinco Superior Proposalgiven the same option.

Exceptions. Notwithstanding anything the foregoing, a Stockholder will not be required to comply with Section 8.1 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the contraryShares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquiror and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Stockholder is subject or bound; (b) the Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any covenant not to compete in connection with the Proposed Sale; (c) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders); (d) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restate Certificate); (e) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration paid to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (f) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless waived in accordance with the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for the Shares includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, then during the period beginning on Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2, Remainco may:exchange for the Shares; and (ig) provide information in response subject to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including Section 8.2(f) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, if any holders of a series or is made available to, RMT Partner prior to or concurrently with class of capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such series or class of capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (if) shall entitle any Stockholder to receive any form of consideration that such Stockholder would be ineligible to receive as a result of such Stockholder’s failure to satisfy any condition, requirement or (ii) above, limitation that is generally applicable to the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this the foregoing, the Grantee shall not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 8(a) in connection with a breach of any proposed Change in Control (the obligations set forth in this Section 8.2, Remainco may“Proposed Sale”) unless: (i) provide information any representations and warranties to be made by the Grantee in response connection with the Proposed Sale are limited to a request therefor representations and warranties that (including non-public information regarding Remainco A) the shares of common stock which the Grantee purports to hold are free and its Subsidiaries clear of all liens and encumbrances, (including B) the Spinco Entities)obligations of the Grantee in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Grantee have been duly executed by the Grantee and delivered to the Person who made such Spinco Acquisition Proposalacquirer and are enforceable against the Grantee in accordance with their respective terms, provided that such information has previously been made available toand (D) neither the execution and delivery of the documents to be entered into in connection with the transaction, nor the performance of the Grantee’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law, or is judgment, order or decree of any court or governmental agency; (ii) the Grantee shall not be liable for the inaccuracy of any representation or warranty made available to, RMT Partner prior to by any other individual or concurrently entity in connection with the time such information is made available to such Person and thatProposed Sale, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that (A) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders, and (B) the inaccuracies were made by the Company in connection with the grant of the shares of Stock under this Award Agreement); (iii) the liability for indemnification, if any, of the Grantee in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Spinco Acquisition Proposal Proposed Sale, is several and not joint with any other individual or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to the Grantee in connection with such Proposed Sale; (iv) liability shall be limited to the Grantee’s applicable shares of common stock (determined based on the respective proceeds payable to each shareholder in connection with such Proposed Sale in accordance with the provisions of the Company’s Certificate of Incorporation and/or Bylaws) of a negotiated aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to the Grantee in connection with such Proposed Sale, except with respect to claims related to fraud by the Grantee, the liability for which need not be limited as to the Grantee; (v) upon the consummation of the Proposed Sale, (A) each holder of each class or series of the Company’s shares of common stock will receive the same form of consideration for their shares of such class or series as is received by other shareholders in respect of their shares of such same class or series, and (B) each shareholder holding such shares will receive the same amount of consideration per share as is received by other shareholders in respect of their shares of such same series; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the shares of common stock, pursuant to this Section 8(b)(v) includes any securities and due receipt thereof by any shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (y) the provision to any shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made directly solely to Remainco“accredited investors” as defined in Regulation D promulgated under the Securities Act, as amended, the Company may cause to be paid to any such shareholder in lieu thereof, against surrender of the shares, as applicable, which would have otherwise been sold by such shareholder, an amount in cash equal to the fair market value (as reasonably determined by the Board) of the securities which such shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the shares, as applicable; and (vi) subject to Section 8(b)(v), requiring the same form of consideration to be available to the shareholders of any single class or series of shares, if any such shareholders of any shares of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all shareholders of such shares will be given the same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b8(b)(vi) other than in accordance with customary “clean room” shall entitle any shareholder to receive any form of consideration that such shareholder would be ineligible to receive as a result of such shareholder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalshareholders.

Exceptions. Notwithstanding anything in this Section 8.2 The obligations imposed by section 8(b) hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, and to the contraryextent that, if such Confidential Information: (a) was known to the Triggering Event occursRecipient or the Recipient’s Affiliates prior to the receipt of the Confidential Information from the Discloser or Discloser’s Affiliates; (b) was, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a becomes through no breach of the Recipient’s (or any of its Affiliates’) obligations set forth in this Section 8.2hereunder, Remainco may: known to the public; (c) becomes known to the Recipient or Recipient’s Affiliates from sources other than the Discloser or Discloser’s Affiliates under circumstances not involving any breach of any confidentiality obligation between such source and the Discloser or Discloser’s affiliates; (d) is independently developed by the Recipient or the Recipient’s Affiliates, without any use of or reference to the Discloser’s Confidential Information; or (e) is required to be disclosed by law or applicable legal process, provided that the Recipient or the Recipient’s Affiliate(s) making such disclosure *** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. shall (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including give the Spinco Entities)) to Discloser as much prior notice thereof as is reasonably practicable so that the Person who made Discloser may seek such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” protective orders or other similar procedures designed to limit the disclosure of competitively sensitive information; and confidentiality protection as it, in its sole discretion and at its sole expense, may elect, and (ii) reasonably cooperate(s) with the Discloser in protecting such confidential or proprietary nature of the Confidential Information that must be so disclosed (with such duty of cooperation not requiring the Recipient or Recipient’s Affiliates to initiate or participate in any discussions litigation or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalincur more than de minimis out-of-pocket costs).

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, an Investor or Key Holder, as applicable, will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 5.4(a) above in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayany Approved Sale unless: (i) provide information any representations and warranties to be made by such Investor or Key Holder, as applicable, in response connection with the Approved Sale are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such shares, including, but not limited to, representations and warranties that (including non-public information regarding Remainco i) such Investor or Key Holder holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made shares such Spinco Acquisition ProposalInvestor or Key Holder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, (ii) the obligations of the Investor or is made available to, RMT Partner prior to or concurrently Key Holder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Investor or Key Holder have been duly executed by the Investor or Key Holder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than acquirer and are enforceable against the Investor or Key Holder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Investor or Key Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ii) the liability for indemnification, if any, of such Investor or Key Holder in the Confidentiality Agreement are on RMT Partner Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Approved Sale, is several and not joint with any other Person (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent such Spinco Acquisition Proposal is made directly that funds may be paid out of an escrow established to Remainco); providedcover breach of representations, however, that if the Person making such Spinco Acquisition Proposal is a competitor warranties and covenants of the Spinco BusinessCompany as well as breach by any stockholder of any of identical representations, Remainco shall warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not provide any commercially sensitive non-public information exceed, the amount of consideration paid to such Person Investor or Key Holder in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive informationsuch Approved Sale; and (iiiii) participate in any discussions liability shall be limited to such Investor’s or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause Key Holder’s (ias applicable) or applicable share (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that determined based on the information then available respective proceeds payable to each Investor or Key Holder, as applicable, in connection with such Spinco Acquisition Proposal either constitutes Approved Sale in accordance with the provisions of the Restated Certificate) of a Spinco Superior Proposal negotiated aggregate indemnification amount that applies equally to all Investors and Key Holders but that in no event exceeds the amount of consideration otherwise payable to such Investor or would reasonably Key Holder, as applicable, in connection with such Approved Sale, except with respect to claims related to fraud by such Investor or Key Holder, as applicable, the liability for which need not be expected limited as to result in a Spinco Superior Proposalsuch Investor or Key Holder, as applicable.

Exceptions. Notwithstanding anything any other provision in this Agreement, the Company shall not be obligated pursuant to the terms of this Agreement, to: (a) indemnify or advance Expenses to Indemnitee with respect to any Proceeding initiated, brought or made by Indemnitee, including by way of cross-claim, counter claim or the like, except with respect to a Proceeding brought to establish or enforce a right to indemnification, unless Proceeding was authorized or consented to by the Board of Directors; (b) indemnify Indemnitee with respect to any Proceeding in which final judgment is rendered against Indemnitee for an accounting of profits made from the purchase and sale or the sale and purchase by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act; or (c) indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such Proceeding, in whole or in part, or unless and to the extent that the court in such Proceeding shall determine that, despite Indemnitee’s failure to establish his right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however that nothing in this Section 8.2 18(c) is intended to limit the Company’s obligation with respect to the advancement of expenses to Indemnitee in connection with any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 7 of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response with respect to any reimbursements hereunder that are taxable as compensation to an unsolicitedIndemnitee, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach the amount of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms Expenses that are eligible for reimbursement during one calendar year may not materially less restrictive affect the amount of reimbursements to be provided in any subsequent calendar year, the other party than reimbursement of an eligible expense shall be made on or before the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor last day of the Spinco Businesscalendar year following the calendar year in which the expense was incurred, Remainco and the right to reimbursement of the expenses shall not provide be subject to liquidation or exchange for any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalbenefit.

Exceptions. Notwithstanding anything to the contrary in Section 6.1 or Section 6.3, but subject to compliance with the remainder of this Article VI, nothing contained in this Section 8.2 to Agreement shall prevent the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from Company or in connection with a breach its Board of the obligations set forth in this Section 8.2, Remainco mayDirectors from: (i) provide complying with its disclosure obligations under applicable Law or the rules and policies of the NYSE, from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer), making a “stop-look-and-listen” communication to the stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the stockholders of the Company) or from making any legally required disclosure to stockholders with regard to the Transactions or an Acquisition Proposal; provided, that (x) such disclosure includes an express reaffirmation of the Recommendation, without any amendment, withdrawal, alteration, modification or qualification thereof and (y) this Section 6.1(b)(i) shall not be deemed to permit the Board of Directors of the Company to make a Change of Recommendation except to the extent otherwise permitted by this Section 6.1. (ii) prior to (but not after) obtaining the Company Requisite Vote, contacting and engaging in limited communications with any Person or group of Persons and their respective Representatives who has made an Acquisition Proposal after the date hereof that was not solicited in material breach of Section 6.1(a), solely for the purpose of clarifying such Acquisition Proposal and the terms thereof and solely so that the Company may inform itself about such Acquisition Proposal; (iii) prior to (but not after) obtaining the Company Requisite Vote, (A) contacting and engaging in any communications, negotiations or discussions with any Person or group of Persons and their respective Representatives who has made an Acquisition Proposal after the date hereof that was not solicited in material breach of Section 6.1(a) (which negotiations or discussions need not be solely for clarification purposes) and (B) providing access to the Company’s or any of its subsidiaries’ properties, books and records and providing information or data in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the by a Person who has made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco a bona fide Acquisition Proposal an executed confidentiality agreement with terms after the date hereof that are was not materially less restrictive to the other party than the terms solicited in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending material breach of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to RemaincoSection 6.1(a); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause if the Board of Directors (iI) or (ii) above, the Remainco Board determines shall have determined in good faith faith, after consultation with Remainco’s its outside legal counsel and financial advisor that advisor(s), that, based on the information then available available, such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to constitute, result in or lead to a Spinco Superior ProposalProposal and (II) has received from the Person who has made such Acquisition Proposal an executed Acceptable Confidentiality Agreement; provided that the Company shall provide to Parent any material non-public information or data that is provided to any Person given such access that was not previously made available to Parent prior to or promptly following the time it is provided to such Person; (iv) prior to obtaining the Company Requisite Vote, making a Change of Recommendation (only to the extent permitted by Section 6.1(c)(i) or Section 6.1(c)(ii)); or (v) resolving, authorizing, committing or agreeing to take any of the foregoing actions, only to the extent such actions would be permitted by the foregoing clauses (i) through (iv).

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 3.2 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into by such information has previously been made available toStockholder in connection with the transaction, nor the performance of such Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement to which such Stockholder is a party, or is any law or judgment, order or decree of any court or governmental agency that applies to such Stockholder; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made available to, RMT Partner prior to or concurrently by any other Person in connection with the time such information is made available to such Person and thatProposed Sale, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties, and covenants provided by all stockholders), and, subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration paid to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale, unless the holders of at least a majority of the Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, elect to not treat such event as a Deemed Liquidation Event by written notice given to the Company at least ten (10) days prior to the effective date of such Proposed Sale; provided, however, that, notwithstanding the foregoing, (A) the election to not treat such event as a Deemed Liquidation Event shall not apply to (1) the Series B Preferred Stock unless such electing holders include the holders of a majority of the outstanding Series B Preferred Stock, voting or consenting together as a single class, in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale, or (2) the Series C Preferred Stock unless such electing holders include the holders of at least two-thirds (2/3rds) of the outstanding Series C Preferred Stock, voting or consenting together as a single class, in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale, or (B) if the consideration to be paid in exchange for a Key Holder’s Shares or an Investor’s Shares, as applicable, pursuant to this Section 3.3(e) includes any securities and due receipt thereof by such Key Holder or Investor would require under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (y) the provision to such Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made directly solely to Remainco)“accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of such Key Holder’s Shares or such Investor’s Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for such Key Holder’s Shares or such Investor’s Shares, as applicable; (f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b3.3(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive informationCompany’s stockholders; and (iig) participate the Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including, without limitation, any discussions covenant not to compete or negotiations with covenant not to solicit customers, employees or suppliers of any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior party to taking any action described in clause (ithe Proposed Sale) or (ii) above, any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalCompany.

Exceptions. Notwithstanding anything the forgoing, a Holder will not be required to comply with Section 4.2 above in this Section 8.2 connection with any specific Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to (1) representations and warranties related to authority, ownership of the Shares held by such Holder and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) the Holder holds all right, title and interest in and to the contraryCompany’s securities such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the Triggering Event occursdocuments to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms, then during and (iv) neither the period beginning on execution and delivery of documents to be entered into in connection with the date transaction, nor the Triggering Event occurs performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or (2) such other standard and customary representations and warranties made by stockholders in connection with a breach Sale of the obligations set forth in this Section 8.2, Remainco may:Company; (ib) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Holder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Proposed Sale, other than the Company; (c) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in accordance with customary “clean room” the portion of the proceeds received by such Holder in the Sale of the Company; (d) liability shall be limited to the amount of consideration actually paid to such Holder in connection with such Proposed Sale, except with respect to (i) representations and warranties of such Holder related to authority, ownership of the Shares held by such Holder and the ability to convey title to such Shares, (ii) any covenants made by such Holder with respect to confidentiality or other similar procedures designed voting related to limit the disclosure of competitively sensitive informationProposed Sale or (iii) claims related to fraud or willful breach by such Holder, the liability for which need not be limited; and (iie) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each caseupon the consummation of the Proposed Sale, if, and only if, prior to taking any action described in clause (i) or each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock, and (ii) above, each holder of Common Stock will receive the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalsame amount of consideration per share of Common Stock.

Exceptions. Notwithstanding anything Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in this Section 8.2 to all circumstances other than the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayfollowing: (i) provide information in response to If indemnification is requested under Section 3(a) and it has been adjudicated finally by a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and court of competent jurisdiction that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” criminal action or other similar procedures designed proceeding, Indemnitee had reasonable cause to limit the disclosure believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of competitively sensitive information; andIndemnifiable Amounts hereunder. (ii) participate If indemnification is requested under Section 3(b) and (A) it has been adjudicated finally by a court of competent jurisdiction that, in any discussions or negotiations connection with any such Person regarding such Spinco Acquisition Proposal; in each casethe subject of the Proceeding out of which the claim for indemnification has arisen, if, and only if, prior Indemnitee failed to taking any action described in clause (i) or (ii) above, the Remainco Board determines act in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result and in a Spinco Superior Proposalmanner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (B) it has been adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions. Notwithstanding anything to the contrary contained in this Section 8.2 Agreement or any other agreement between the Company, the Managing Member and/or any of the other Members: (a) all issuances, repurchases and redemptions of Equity Interests of the Managing Member and of Units by the Managing Member or the Company, respectively, shall be subject to applicable restrictions contained in the General Corporation Law of the State of Maryland (as the same exists or hereafter may be amended from time to time, and any successor thereto) or the Delaware Act and in the Managing Member’s and its Subsidiaries’ (including the Company’s) debt and equity financing agreements, and if any such restrictions prohibit the issuance, repurchase or redemption of such Equity Interests of the Managing Member or of Units hereunder that the Managing Member or the Company, as applicable, is otherwise entitled or required to make, the time periods provided in this Agreement or any other such repurchase agreement shall be suspended, and the Managing Member and/or the Company, as applicable, may make such repurchases as soon as it is permitted to do so under such restrictions; (b) if (A) the Managing Member incurs any indebtedness and desires to transfer the proceeds of such indebtedness to the contraryCompany, if and (B) the Triggering Event occursManaging Member is unable to lend the proceeds of such indebtedness to the Company on an equivalent basis because of restrictions in any of the Managing Member’s and its Subsidiaries’ (including the Company’s) debt and equity financing agreements, then during notwithstanding Section 3.03 or Section 3.04, the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, Managing Member may in response to good faith implement an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or economically equivalent alternative arrangement in connection with a breach the transfer of proceeds to the Company using preferred Equity Interests of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently Company without complying with the time such information is made available to such Person provisions contained in Section 3.03 and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information3.04; and (iic) participate the Company and the Managing Member may each separately issue Equity Interests at any time and from time to time without complying with the provisions contained in any discussions Section 3.03 and Section 3.04, if deemed appropriate by the Company or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each casethe Managing Member, ifas applicable, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines acting in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalfaith.

Exceptions. Notwithstanding anything any provision in this Section 8.2 Agreement, the Company shall not be obligated under this Agreement to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or make any indemnity in connection with any Proceeding (or any part of any Proceeding): (a) for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid; (b) for amounts paid to Indemnitee if it is determined in a breach final adjudication not subject to further appeal that such payment was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable); (c) for an accounting or disgorgement of profits pursuant to Section 16(b) of the obligations set forth in this Section 8.2Securities Exchange Act of 1934, Remainco may: (i) provide information in response to a request as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including nonpursuant to any settlement arrangements); (d) for any reimbursement of the Company by Indemnitee of any bonus or other incentive-public information regarding Remainco and its Subsidiaries based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Spinco EntitiesCompany pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) , or the payment to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives Company of profits arising from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive purchase and sale by Indemnitee of securities in violation of Section 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), if Indemnitee is held liable therefor (including pursuant to the other party than the terms any settlement arrangements); (e) for any amounts paid in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending settlement of a Spinco Acquisition Proposal Proceeding effected without the Company’s written consent; neither the Company nor Indemnitee shall unreasonably withhold consent to the extent such Spinco Acquisition Proposal is made directly to Remainco)any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Person making Company is also a party in such Spinco Acquisition Proposal proceeding and reasonably determines in good faith that such settlement is a competitor not in the best interests of the Spinco BusinessCompany and its stockholders; (f) in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, Remainco shall not provide as amended (the “Act”), or in any commercially sensitive nonregistration statement filed with the SEC under the Act; Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-public information K currently generally requires the Company to such Person undertake in connection with any actions permitted registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue; Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Section 8.2(bAgreement and to be bound by any such undertaking; (g) other than in accordance with customary “clean room” initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other similar procedures designed indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to limit the disclosure of competitively sensitive information; and its initiation, (ii) participate the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 10(d) or (iv) otherwise required by applicable law; provided, for the avoidance of doubt, Indemnitee shall not be deemed for purposes of this paragraph, to have initiated any discussions Proceeding (or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause part of a Proceeding) by reason of (i) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (ii) above, having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee; or (h) if prohibited by the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal DGCL or would reasonably be expected to result in a Spinco Superior Proposalother applicable law.

Exceptions. Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations The restrictions set forth in this Section 8.2Agreement shall not apply to (1) any transfers to any stockholder, Remainco may: partner or member of, or owner of a similar equity interest in, Purchaser, as the case may be, if, in any such case, such transfer is not for value, or (i2) provide information any transfer made by Purchaser (a) in response to connection with the sale or other bona fide transfer in a request therefor single transaction or series of related transactions of all or substantially all of Purchaser’s capital stock or other similar equity interests, as the case may be, or all or substantially all of Purchaser’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)b) to another corporation, partnership, limited liability company or other business entity so long as the Person who made transferee is an affiliate (as defined below) of the undersigned and such Spinco Acquisition Proposal, provided that such information has previously been made available to, or transfer is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)for value; provided, however, that if it shall be a condition to the Person making such Spinco Acquisition Proposal is a competitor transfer that in the case of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action transfer described in clause (i) or (ii1) above, if Purchaser is required to file a report under Section 16(a) of the Remainco Board determines Securities Exchange Act of 1934, as amended, reporting a reduction in good faith after consultation beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Restriction Period, the undersigned shall include a statement in such report to the effect that, (A) in the case of any transfer pursuant to clause (2) above, such transfer is being made to a stockholder, partner or member of, or owner of a similar equity interest in, the EXECUTION VERSION undersigned and is not a transfer for value, or (B) in the case of any transfer pursuant to clause (2) above, such transfer is being made either (a) in connection with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal sale or would reasonably be expected to result other bona fide transfer in a Spinco Superior Proposalsingle transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value.

Exceptions. Notwithstanding anything to the contrary contained in this Section 8.2 Agreement, at any time prior to the contrary, if time the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Company Stockholder Approval is obtained, the Company and its Representatives may in response to an unsolicited, a bona fide written Spinco Acquisition Proposal received after the date of this Agreement that did not arise rise from or in connection with a material breach of the obligations set forth in this Section 8.2, Remainco may: 5.3 may (i) provide information in response to a request therefor (including non-public information regarding Remainco by a Person who has executed and its Subsidiaries (including the Spinco Entities)) delivered a confidentiality agreement on terms that, taken as a whole, are not materially less restrictive to the Person who made other party than those contained in the Confidentiality Agreement (it being understood that such Spinco confidentiality agreement need not contain a standstill provision or otherwise prohibit the making, or amendment, of an Acquisition ProposalProposal (any confidentiality agreement satisfying the criteria of this clause (b) being an “Acceptable Confidentiality Agreement”)); provided, provided that such information has previously been made available to, or is made available to, RMT Partner Parent prior to or substantially concurrently (and in any event within twenty-four (24) hours) with the time such information it is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)Person; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) engage or participate in any discussions or negotiations with any Person who has made such an Acquisition Proposal, subject to such Person regarding agreeing to an Acceptable Confidentiality Agreement; or (iii) after having complied with Section 5.3(e), authorize, adopt, approve, recommend or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such Spinco an Acquisition Proposal; in each case, if, if and only ifto the extent that, (A) prior to taking any action described in clause (i) ), (ii), or (iiiii) above, the Remainco Company Board determines in good faith (after consultation with Remainco’s its outside legal counsel and independent financial advisor advisor) that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, and (B) in each such case referred to in clause (i), (ii), or (iii) above the Company Board determines in good faith (after consultation with its outside legal counsel and independent financial advisor) based on the information then available that such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would is reasonably be expected likely to result in a Spinco Superior Proposal. Any breach by the directors, officers or attorneys of the Company or any of the Company Subsidiaries, or the Company Financial Advisor or any other Representative of the Company (at the Company’s direction), of this Section 5.3(b) shall be deemed a breach hereof by the Company.

Exceptions. Notwithstanding anything in the foregoing provisions of this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: 9.5 (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that nothing in the following clauses shall permit the Company to effect a transaction, disposition, or transfer that is prohibited by the Pledge Agreement): (i) any Subsidiary of the Company may be merged or consolidated with or into, or have its assets liquidated and distributed to, the Company or any other Subsidiary of the Company; PROVIDED that (x) if any such merger or consolidation shall be with the Company, the Company shall be the Person making surviving such Spinco Acquisition Proposal is a competitor merger or consolidation, (y) if any such merger or consolidation shall be between any Subsidiary of the Spinco BusinessCompany and a Wholly Owned Subsidiary of the Company, Remainco such Wholly Owned Subsidiary shall be the Person surviving such merger or consolidation, (z) if any such merger or consolidation shall be between a Subsidiary Guarantor and a Subsidiary of the Company that is not provide a Subsidiary Guarantor (other than Genzyme Securities Corporation), and such Subsidiary Guarantor is not the continuing or surviving Person, then the continuing or surviving Person shall have assumed all of the obligations of such Subsidiary Guarantor hereunder and under the other Loan Documents and (aa) if any commercially sensitive such merger or consolidation shall be between Genzyme Securities Corporation and a Subsidiary of the Company that is not a Subsidiary Guarantor, and Genzyme Securities Corporation is not the continuing or surviving Person, then the Company and its Subsidiaries shall, or shall cause the holder of the stock in such continuing or surviving Person, to execute and deliver a Pledge Agreement in substantially the form of EXHIBIT G, together with the certificates for all shares of capital stock of the continuing or surviving Person pledged thereunder and undated stock powers; (ii) the Company and its Subsidiaries may acquire any assets used or useful in the lines of business permitted under Section 9.10 or the stock or other equity interests or rights as a holder of indebtedness of any Person that is engaged in a line of business permitted to the Company under Section 9.10 or merge any Person that is in a line or lines of business permitted under Section 9.10 with the Company or a Subsidiary or the Company or a Subsidiary with any such Person (provided that the conditions in the provisos in Section 9.5(d)(i) are satisfied with respect to such merger) provided that at the time of the consummation of any such transaction and after giving effect thereto, the Company shall be in compliance with the covenants in Section 9.9 as of the end of the most recent fiscal quarter or annual period of the Company and the transaction will not be reasonably likely to result in the noncompliance with such financial covenants; (iii) the Company or any of its Subsidiaries may purchase inventory and other Property to be sold or used in the ordinary course of business, make Investments permitted by Section 9.8 hereof and make Capital Expenditures in the ordinary course of its business; (iv) the Company or any Subsidiary of the Company may convey, sell, lease, loan, transfer or otherwise dispose of any or all of its Property to the Company or any other Subsidiary of the Company (and the Company or such other Subsidiary may acquire such Property); PROVIDED that if any such conveyance, sale, lease, loan, transfer or other disposition is to a Subsidiary (other than Genzyme Securities Corporation) that is not a Subsidiary Guarantor and relates to all or any material part of the Property of the Company or a Subsidiary Guarantor, then the Company shall cause such transferee Subsidiary to assume, and such transferee Subsidiary shall assume, all of the obligations of the Company or such Subsidiary Guarantor hereunder and under the other Loan Documents; and PROVIDED, further, that the Company or such Subsidiary Guarantor shall remain fully obligated as an Obligor hereunder; (v) the Company or any Subsidiary may convey, sell, lease, transfer or otherwise dispose of any non-public information to such material Property (of the Company and its Subsidiaries, taken as a whole) including equity interests in any Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit and the disclosure licensing of competitively sensitive informationpatents and product rights; and (iivi) participate in the Company or any discussions Subsidiary may lease or negotiations with sublease any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalof its real Property.

Exceptions. Notwithstanding anything in this the forgoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 3.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms in of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Stockholder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Proposed Sale, other than the Company; (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with customary “clean room” or other similar procedures designed the provisions of the Restated Certificate); (d) liability shall be limited to limit such Stockholder’s pro rata share (determined in proportion to proceeds received by such Stockholder in connection with such Proposed Sale in accordance with the disclosure provisions of competitively sensitive informationthe Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration actually paid to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each series of the Company’s Preferred Stock and each holder of Common Stock will, subject to Section 3.1(g), receive the same form of consideration for their shares of Common Stock and Preferred Stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock, and (iv) unless the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted basis, elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Restated Certificate; and (iif) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior subject to taking any action described in clause (i) or (iie) above, requiring the Remainco Board determines in good faith after consultation with Remaincosame form of consideration to be received by the holders of the Company’s financial advisor that based on Common Stock and Preferred Stock, if any holders of any capital stock of the information then available Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably capital stock will be expected to result in a Spinco Superior Proposalgiven the same option.

Exceptions. Notwithstanding anything in this Section 8.2 herein to the contrary, if at any time prior to the Triggering Event occurstime, then during but not after, the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval Company Requisite Vote is obtained, in response to an unsolicited, bona fide if the Company receives a written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2any person, Remainco may: (i) the Company and its Representatives may provide non-public information and data concerning the Company and its subsidiaries in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made by or on behalf of such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available person to such Person and thatperson, prior to furnishing any such informationits outside counsel, Remainco financial advisor(s), lenders or other financing sources and/or potential divestiture counterparties, so long as the Company receives from the Person making such Spinco Acquisition Proposal person an executed confidentiality agreement with on customary terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending amendment of a Spinco an Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remaincoor otherwise contain any standstill or similar provision); provided, however, provided that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Company shall not provide promptly make available to Parent and Merger Sub any commercially sensitive material non-public information concerning the Company or its subsidiaries that the Company made available to any person given such Person in connection with any actions permitted access which was not previously made available to Parent or Merger Sub (unless precluded by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and Applicable Law), (ii) the Company and its Representatives may engage or participate in any discussions or negotiations with any such Person regarding person, its outside counsel, financial advisor(s), lenders or other financing sources and/or potential divestiture counterparties and (iii) the Company Board may authorize, adopt, approve, recommend, or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such Spinco an Acquisition Proposal; in each case, if, if and only ifto the extent that, (1) the receipt of such Acquisition Proposal did not result from a breach of this Section 6.4, (2) prior to taking any action described in clause (i) or (ii) above, the Remainco Company Board determines in good faith that failure to take such action would be inconsistent with the directors’ fiduciary duties under Applicable Law, (3) in each such case referred to in clause (i) or (ii) above, the Company Board has determined in good faith (after consultation with Remainco’s financial advisor its outside legal counsel and the Financial Advisor) that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would is reasonably be expected to result in a Spinco Superior Proposal, and (4) in the case referred to in clause (iii) above, the Company Board determines in good faith (after consultation with its outside legal counsel and the Financial Advisor) that such Acquisition Proposal is a Superior Proposal.

Exceptions. Notwithstanding anything in this Section 8.2 Any other provision herein to the contrarycontrary notwithstanding, if the Triggering Event occurs, then during Company shall not be obligated pursuant to the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach terms of the obligations set forth in this Section 8.2, Remainco mayAgreement: (1) to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 317 of the California Corporations Code, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; or (2) to indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or (3) to indemnify Indemnitee for expenses or liabilities of any type whatsoever (including but not limited to judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee by an insurance carrier under a policy of officers' and directors' liability insurance maintained by the Company; or (4) to indemnify Indemnitee for expenses for which Indemnitee is entitled to indemnity and/or payment by reason of having given notice of any circumstance which might give rise to a claim under any policy of insurance, the terms of which have expired prior to the effective date of this Agreement; or (5) to indemnify Indemnitee for expenses for which Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement; or (6) to indemnify Indemnitee for expenses based on or attributable to Indemnitee gaining in fact any personal profit or advantage to which he was not legally entitled; or (7) to indemnify Indemnitee for expenses brought about or contributed to by the dishonesty of Indemnitee seeking payment hereunder; however, notwithstanding the foregoing, Indemnitee shall be protected under this Agreement to the fullest extent permitted under law as to any claims on which suit may be brought against him or her by reasons of any alleged dishonesty on his or her part, unless a judgment or other final adjudication thereof adverse to Indemnitee shall establish that Indemnitee committed (i) provide information in response to a request therefor (including non-public information regarding Remainco acts of active and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and deliberate dishonesty (ii) participate with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated; or (8) to indemnify Indemnitee for expenses and the payment of profits arisings from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalsimilar successor statute.

Exceptions. Notwithstanding anything in this (a) The provisions of Section 8.2 to 11.1 shall not preclude the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise receiving Party from or in connection with a breach disclosing Confidential Information of the obligations set forth in this Section 8.2, Remainco mayother Party: (i) provide information in response To the extent such Confidential Information is required to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including be disclosed by the Spinco Entities)) receiving Party to comply with Applicable Laws or to defend or prosecute litigation, PROVIDED that the receiving Party provides prior written notice of such disclosure to the Person who made such Spinco Acquisition Proposaldisclosing Party, provided that such information has previously been made available toprovides the disclosing Party, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent possible, with sufficient time and opportunity to obtain a protective order for such Spinco Acquisition Proposal is made directly Confidential Information and takes reasonable and lawful actions to Remainco); providedavoid and/or minimize the degree of such disclosure; (ii) In connection with discussions and negotiations with its officers, however, that if directors and shareholders as may be deemed necessary by the Person making such Spinco Acquisition Proposal is a competitor Company’s Chief Executive Officer or Chief Financial Officer to procure support and approval of the Spinco Businesstransactions contemplated hereunder; (iii) In order to comply with Applicable Laws governing disclosures under the receiving Party’s financial statements, Remainco shall not provide if, in the reasonable opinion of the receiving Party’s auditors or Chief Financial Officer, such disclosure is necessary for such compliance; (iv) To satisfy the due diligence exercise by any commercially sensitive non-public information Third Party (including potential Sublicensees, investors, investment bankers, lenders, acquirers, merger partners, or other potential financial partners, and their attorneys and agents) provided such Third Party has executed a confidentiality agreement in a form consistent with the terms hereof to protect the confidentiality of such information; [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (v) In connection with discussions and negotiations with any Person in connection with any actions a Sublicense or permitted by this Section 8.2(b) other than subcontract hereunder, PROVIDED such Person has executed a confidentiality agreement in accordance a form consistent with customary “clean room” or other similar procedures designed the terms hereof to limit protect the disclosure confidentiality of competitively sensitive such information; andor (iivi) participate in To their respective legal counsel, accountants and auditors as necessary. (b) Specific information shall not be deemed to be within any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, of the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the foregoing exclusions merely because it is embraced by more general information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalfalling within these exclusions.

Exceptions. Notwithstanding anything in this Section 8.2 5.1(a) above, Seller shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Seller or its employees or agents, indemnify any Indemnified Purchaser Party for any punitive damages or for any actual or lost profits of such Indemnified Purchaser Party, regardless of whether Seller knew or was aware of such possible Losses; (ii) indemnify or hold harmless an Indemnified Purchaser Party from and against any Losses to the contraryextent such Losses result from the negligence or willful misconduct of or material breach of this Agreement by any potential Indemnified Purchaser Party; (iii) indemnify any Indemnified Purchaser Party from and against any Losses resulting from any material breach by Seller of any representation, warranty or covenant of Seller contained in Sections 4.1 or 4.2 (any claim with respect thereto, a “Specified Indemnity Claim”) if such Specified Indemnity Claim can be and is fully satisfied through the Triggering Event occurs, then during Repurchase Procedure or Resale Procedure pursuant to Section 5.1(e); (iv) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim unless (A) the period beginning Purchased Loan(s) with respect to which such Losses are payable have become Charged Off Loan(s); and (B) the Purchased Loan(s) with respect to which such Losses are payable have been Charged Off Loan(s) for no more than 90 calendar days; (v) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim for any amount in excess of the outstanding principal balance(s) of the applicable Purchased Loan(s) on the date the Triggering Event occurs Purchased Loan(s) become Charged Off Loan(s); or (vi) indemnify any Indemnified Purchaser Party with respect to a Specified Indemnity Claim if the aggregate amount of all such Specified Indemnity Claims under this Agreement, the Servicing Agreement and ending on any Multi-Party Agreement with respect to the date applicable Addendum is less than or equal to the RMT Partner Stockholder Approval is obtainedIndemnity Deductible. For the avoidance of doubt, Seller shall only be obligated to indemnify an Indemnified Purchaser Party with respect to Specified Indemnity Claims made after the applicable Indemnity Deductible has been satisfied and only for amounts in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach excess of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)applicable Indemnity Deductible; provided, however, that if an Indemnity Deductible is satisfied but also exceeded by a particular Specified Indemnity Claim, Seller shall only be obligated to indemnify an Indemnified Purchaser Party with respect to the Person making such Spinco Acquisition Proposal is a competitor portion of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit Specified Indemnity Claim that exceeds the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalapplicable Indemnity Deductible.

Exceptions. Notwithstanding anything (i) The Board of Directors, in this Section 8.2 its sole and absolute discretion (without the application to the contraryfullest extent permitted by law of any fiduciary duty), if may grant to any Person who makes a request therefor (a "REQUESTING PERSON") an exception to the Triggering Event occursOwnership Limit (or one or more elements thereof) with respect to the ownership of any series or class of Shares, then during subject to the period beginning on following conditions and limitations: (A) (1) the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtainedBoard of Directors shall have determined, in response its sole and absolute discretion (without the application to an unsolicitedthe fullest extent permitted by law of any fiduciary duty), bona fide written Spinco Acquisition Proposal that did not arise from or the Requesting Person's ownership of Shares in connection with a breach excess of the obligations set forth in Ownership Limit pursuant to the exception requested hereunder (together with the ownership of Shares by all other Persons as permitted under this Section 8.2Article VIII, Remainco may:taking into account any previously granted exceptions pursuant hereto) would not cause (i) provide information in response have been and/or will continue to be satisfied (including, without limitation, an agreement as to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) reduced Ownership Limit or Excepted Holder Limit for such Requesting Person with respect to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, Constructive Ownership of one or is made available to, RMT Partner prior to more other classes or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are series of Shares not materially less restrictive subject to the other party than the terms exception), and such Requesting Person agrees that any violation of such representations and undertakings or any attempted violation thereof will result in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor application of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person remedies set forth in connection with any actions permitted by this Section 8.2(b) with respect to Shares held in excess of the Ownership Limit or the Excepted Holder Limit (as may be applicable) with respect to such Requesting Person (determined without regard to the exception granted such Requesting Person under this subparagraph (i)). If a member of the Board of Directors requests that the Board of Directors grant an exception pursuant to this subsection (f) with respect to such member, or with respect to any other than Person if such member of the Board of Directors would be considered to be the Constructive Owner of Shares owned by such other Person, such member of the Board of Directors shall not participate in accordance with customary “clean room” or other similar procedures designed the decision of the Board of Directors as to limit the disclosure of competitively sensitive information; andwhether to grant any such exception. (ii) participate in In determining whether to grant any discussions exemption pursuant to Section 8.2(f)(i), the Board of Directors may, but need not, consider, among other factors, (A) the general reputation and moral character of the Requesting Person, (B) whether ownership of Shares would be direct or negotiations through ownership attribution, (C) whether the Requesting Person's ownership of Shares would interfere with the conduct of the Company's business or its investment activities, (D) whether granting an exemption for the Requesting Person requesting an exemption would adversely affect any such Person regarding such Spinco Acquisition Proposal; in each case, ifof the Company's existing contractual arrangements, and (E) whether the Requesting Person to whom the exemption would apply is attempting to change control of the Company or affect its policies in a way which the Board of Directors, in its sole and absolute discretion (without the application to the fullest extent permitted by law of any fiduciary duty), considers adverse to the best interest of the Company or the Shareholders. Nothing in this Section 8.2(f)(ii) shall be interpreted to mean that the Board of Directors may not act in its sole and absolute discretion (without the application to the fullest extent permitted by law of any fiduciary duty) in making any determination under Section 8.2(f)(i). (iii) An underwriter or initial purchaser that participates in a public offering or a private placement of Shares (or securities convertible into or exchangeable for Shares) may Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Ownership Limit, but only if, prior to taking any action described in clause the extent necessary to facilitate such public offering or private placement as determined by the Board of Directors. (iiv) The Board of Directors may reduce the Excepted Holder Limit for an Excepted Holder only: (1) with the written consent of such Excepted Holder or (ii2) abovepursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. (v) To the fullest extent permitted by law, any determination made by the Remainco Board determines in good faith after consultation of Directors with Remainco’s financial advisor respect to the provisions of Section 8.2(f) may be made without regard to any fiduciary or other duties that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal Board of Directors may have to the Prohibited Owner or would reasonably be expected to result in a Spinco Superior Proposalany other Person.

Exceptions. Notwithstanding anything The Primary Servicer will not be required to enforce a Due-on- Transfer Provision if either (i) Section 5.10 applies or (ii) an interest in this Section 8.2 the related Mortgaged Property is transferred or any direct or indirect interest in a Borrower or a Key Principal is transferred, and one of the following applies:‌ (a) the Mortgage Documents do not contain a Due-on-Transfer Provision that is applicable to the contraryproposed transfer of the related Mortgaged Property, or of the direct or indirect interest in a Borrower or a Key Principal, or the contract of sale by which the Issuer acquired the Mortgage Loan from the Seller provides that the Due-on-Transfer Provision contained in the Mortgage Loan will not be enforced; (b) the proposed transfer is to a Person that is a permitted transferee under the Mortgage Documents or the proposed transfer is otherwise permitted under the Mortgage Documents; (c) the transfer occurs by devise, descent or operation of law upon the death of a natural person; (d) the transfer is of personal property or fixtures that are (i) contemporaneously replaced by items of equal or better function and quality and (ii) free of liens, encumbrances and security interests other than those created by the Mortgage Documents; (e) the transfer is a grant of an easement, license or right of use, a partial release of the Mortgaged Property, or the creation of a lien, easement or other rights pursuant to a regulatory agreement with a governmental unit, and the grant, release or creation is permitted under Accepted Servicing Practices; (f) the transfer is the creation of a tax lien, mechanic’s or materialman’s lien, or judgment lien against the Mortgaged Property that is bonded around, released of record or otherwise remedied as required by the Mortgage Documents or otherwise, to the satisfaction of the Master Servicer (or if permitted by the Servicing Contract, the Primary Servicer); (g) coverage under any applicable policy or program of Mortgage Insurance (including, in the case of a Government Mortgage Loan, the Mortgage Insurance of the applicable governmental agency) would be impaired by the enforcement of a Due-on-Transfer Provision; (h) the transferee is a lienholder that acquired the Mortgaged Property after a default on a loan secured by a lien on that Mortgaged Property, including by purchase in foreclosure or by deed-in-lieu of foreclosure; (i) the Borrower enters into a lease of the Mortgaged Property that is permitted by the Mortgage Documents; (j) the Borrower grants a lien on the Mortgaged Property subordinate in priority to that of the Mortgage Loan; (k) the Mortgage Documents include a Due-on-Transfer Provision that has an exception for a transfer of the Mortgaged Property or of direct or indirect interests in the Borrower or a Key Principal if the Master Servicer (or if permitted by its Servicing Contract, the Primary Servicer) determines that the transfer would be approved under the standards then used by the Issuer for its purchases of loans of the applicable type for its own account; (l) the Borrower enters into a Defeasance of all or part of the Mortgage Loan and a Substitute Borrower assumes the allocable portion of the Mortgage Loan, provided that the Substitute Borrower satisfies either the criteria set forth in the Mortgage Documents to serve as such, or, if the Triggering Event occursMortgage Documents do not so provide, the criteria the Issuer then during applies for loans of a similar type being defeased; (m) the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or Borrower substitutes other collateral in connection with a breach substitution or release of one or more Mortgaged Properties as permitted by the applicable Mortgage Documents; (n) the Borrower is a natural person or a trust for the benefit of a natural person, and the transfer is to a descendant of the obligations set forth in this Section 8.2, Remainco may:Borrower (or trust beneficiary) or a trust for the benefit of such a descendant; or (io) provide information in response to the Borrower is a request therefor (including non-public information regarding Remainco natural person and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending transfer occurs as a result of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” divorce decree or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions legal separation agreement or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalfrom an incidental property settlement agreement.

Exceptions. Notwithstanding anything the foregoing, a Stockholder shall not be required to comply with Section 5.2 in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) such Stockholder holds all right, title and interest in and to the contraryShares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of such Stockholder in connection with the Proposed Sale have been duly authorized, if applicable, (iii) the documents to be entered into by such Stockholder have been duly executed by such Stockholder and delivered to the acquirer and are enforceable against such Stockholder in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iv) neither the execution and delivery of documents to be entered into in connection with the Proposed Sale, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) such Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and, subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate); (d) liability shall be limited to such Stockholder’s applicable pro rata share (based upon the respective proportion of proceeds actually payable to each such Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Certificate; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for the Shares held by any Key Holder or Investor, then during as applicable, pursuant to this Section 5.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the period beginning on registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Shares held by any Key Holder or Investor, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2exchange for the Shares held by any Key Holder or Investor, Remainco may:as applicable; and (if) provide information in response subject to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including Section 5.3(e), requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b5.3(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Section 8.2 Paragraph 5 will be construed to require NAI to pay or reimburse: l Excluded Taxes; or l Losses incurred or suffered by any Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the contrary, if Established Misconduct of that Interested Party; or l Losses that result from any Liens Removable by BNPPLC; or l Losses incurred or suffered by any of the Triggering Event occurs, then during Participants in connection with the period beginning on negotiation or execution of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from Participation Agreement (or supplements making them parties thereto) or in connection with a breach of any due diligence Participants may undertake before entering into the obligations set forth in this Section 8.2Participation Agreement; or l Local Impositions or other Losses contested, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco if and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposalso long as they are contested, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than NAI in accordance with customary “clean room” any of the provisions of this Lease or other similar procedures designed Operative Documents which expressly authorize such contests; or l transaction expenses or other Losses caused by or necessary to limit the disclosure accomplish any conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i3) of the definition of Permitted Transfer in the Common Definitions and Provisions Agreement ; or l any amount which may from time to time be payable by BNPPLC to any Participant representing the excess of “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or l any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of this Lease or other Operative Documents by NAI. Further, without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the following in the calculation of the Lease Balance, the Break Even Price and the Make Whole Amount (as applicable) or (ii) aboveto collect Base Rent, a Supplemental Payment and other amounts, the Remainco Board determines calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in good faith after consultation Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested Party for costs paid by BNPPLC with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal proceeds of the Initial Advance as part of the Transaction Expenses or would reasonably be expected to result in a Spinco Superior Proposalwith Construction Advances.

Exceptions. Notwithstanding anything the foregoing, a Stockholder will not be required to comply with Subsection 6.1 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”), unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Capital Stock, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the contraryCapital Stock such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder's applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale each Stockholder will receive the same form of consideration for the Capital Stock as is received by other Stockholders in respect of their Capital Stock; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for Capital Stock, then during pursuant to this Section 6 includes any securities and due receipt thereof by a Stockholder would require under applicable law (x) the period beginning on registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act or the Securities Act (Ontario), the Company may cause to be paid to such Stockholder in lieu thereof, against surrender of the Capital Stock, as applicable, which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2, Remainco may:exchange for the Capital Stock as applicable; and (if) provide information in response subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)e) above, if any Stockholder is given an option as to the Person who made such Spinco Acquisition Proposalform and amount of consideration to be received as a result of the Proposed Sale, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with all Stockholders will be given the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.Subsection

Exceptions. The restrictions provided in Section 2 above shall not apply if: (i) on the date the Covered Person wishes to act contrary to Section 2 above, the mathematical average closing stock price of the shares of common stock of Cardiotech for the twenty-five (25) trading days preceding such date is less than fifty percent (50%) of the CTE Closing Price (as hereinafter defined); and (ii) all of the Covered Persons have not at any time taken any "short" positions in the shares of capital stock of Cardiotech. With respect to any person or entity who directly owns an equity interest in either AVF or AVM who is not a Covered Person (each, an "ADDITIONAL COVERED PERSON"), the restrictions provided in Section 2 above (x) will be applicable only to shares of capital stock of Cardiotech issued to AVF pursuant to the Merger (the "MERGER SHARES") and not to additional shares otherwise acquired by such Additional Covered Person from any other source and (y) with respect to any Covered Person, are not applicable to any transferee of Merger Shares who is not either a Covered Person or an Additional Covered Person; provided that AVF and AVM each agree that prior to transferring any Merger Shares to any Covered Person or Additional Covered Person, they will require such transferee to execute a joinder to this Agreement, in form and substance reasonably acceptable to Cardiotech, pursuant to which such transferee agrees to be bound by the terms hereof. Notwithstanding anything in this Section 8.2 to Voting Agreement suggesting the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such each Covered Person and thatAdditional Covered Person may sell shares of capital stock of Cardiotech (including, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) abovewithout limitation, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes Merger Shares) at any time to any person or entity who is neither a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalCovered Person nor an Additional Covered Person free and clear of any voting restrictions whatsoever.

Exceptions. Notwithstanding anything the foregoing, a Holder will not be required to comply with Section 6.2 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”), unless: (a) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such shares, including, but not limited to, representations and warranties that (i) the Holder holds all right, title and interest in and to the contraryshares such Holder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale; (c) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Holder in connection with such Proposed Sale; (d) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all stockholders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of preferred stock will receive the same amount of consideration per share of such series of preferred stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of a majority of the shares of the Series A Preferred Stock and/or the holders of a majority of the shares of Series B Preferred Stock elect to receive a lesser amount by written notice given to the Company at least thirty (30) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of preferred stock and Common Stock shall be allocated among the holders of preferred stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of preferred stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Restated Certificate, as in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for a Holder’s shares pursuant to this Section 6.3(e) includes any securities and due receipt thereof by such Holder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to such Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, then during the period beginning on Company may cause to be paid to such Holder in lieu thereof, against surrender of such Holder’s shares which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Holder would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2, Remainco may:exchange for such Holder’s shares; and (if) provide information in response subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including e) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of Capital Stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any Capital Stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such Capital Stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b6.3(f) other than in accordance with customary “clean room” shall entitle any Holder to receive any form of consideration that such Holder would be ineligible to receive as a result of such Holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 Any other provision herein to the contrarycontrary notwithstanding, if the Triggering Event occurs, then during Company shall not be obligated pursuant to the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response terms of this Agreement to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayindemnify Indemnitee: (ia) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available toagainst any Losses or Expenses, or is made available toto advance Expenses to Indemnitee, RMT Partner prior with respect to Claims initiated or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted brought voluntarily by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, ifIndemnitee, and only ifnot by way of defense, prior to taking any action described in clause except (i) Claims to establish or enforce a right to indemnification, contribution or advancement with respect to an Indemnification Event, whether under this Agreement, any other agreement or insurance policy, the Company’s Organizational Documents of any Covered Entity, the laws of the State of Delaware or otherwise, or (ii) aboveif the Board has approved specifically the initiation or bringing of such Claim; (b) against any Losses or Expenses, or to advance Expenses to Indemnitee, with respect to Claims arising (i) with respect to an accounting of profits made from the Remainco Board determines purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or (ii) pursuant to Section 304 or 306 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or any rule or regulation promulgated pursuant thereto; (c) if, and to the extent, that such indemnification is not lawful; 4894-3716-4339v.1 (d) for any amounts paid in good faith after consultation settlement of any Claim effected without the Company’s prior written consent. The Company shall not settle any Claim in any manner which would impose any fine or obligation on Indemnitee that is not indemnified by the Company hereunder, without Indemnitee’s prior written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with Remaincoregard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action, provided that the Company’s financial advisor liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement; (e) if, and to the extent, that based on the information then available such Spinco Acquisition Proposal either constitutes amounts paid in settlement of any Claim were pursuant to a Spinco Superior Proposal settlement approved by a court of competent jurisdiction and indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement; (f) against any Losses or would reasonably Expenses, or to advance Expenses to Indemnitee, with respect to Claims or Proceedings involving the enforcement of non-compete, non-disclosure, non-solicitation and/or clawback, return, forfeiture and/or offset of compensation agreements, or the non-compete, non-disclosure, non-solicitation and/or clawback, return, forfeiture and/or offset provisions of employment, consulting or similar agreements to which Indemnitee may be expected to result in a Spinco Superior Proposalparty with any Covered Entity.

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Member will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 10 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to customary representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s shares, including, but not limited to, customary representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Member in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency applicable to such Person and that, prior to furnishing any such information, Remainco receives from Stockholder; (b) the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Stockholder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with the Proposed Sale or the noncompliance by any actions permitted by this Section 8.2(b) other Person with any covenant or agreement in connection with the Proposed Sale, other than in accordance with customary “clean room” the Company (except to the extent that funds may be paid out of an escrow or other similar procedures designed holdback established to limit cover breach of representations, warranties and covenants of the disclosure Company as well as breach by any member of competitively sensitive information; andany of identical representations, warranties and covenants provided by all Stockholders) (iic) participate the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any discussions representations and warranties made by the Company or negotiations its Stockholders in connection with such Proposed Sale, is several and not joint with any such other Person regarding such Spinco Acquisition Proposal; (except to the extent that funds may be paid out of an escrow or holdback established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical representations, warranties and covenants provided by all members), is pro rata in each case, ifproportion to, and only ifdoes not exceed, prior to taking any action described in clause (i) or (ii) abovethe aggregate for all indemnification claims, the Remainco Board determines amount of consideration paid to such Stockholder in good faith after consultation connection with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.Proposed Sale

Exceptions. Notwithstanding anything the restrictions set forth in this Section 8.2 Sections 2(a) and 2(b), each of the Locked-up Shareholders may (a) (subject to the contrary, if MTN Preferential Arrangements and the Triggering Event occurs, then during Management Preferential Arrangements) participate in the period beginning on Offering and the date Over-Allotment Option and may transfer its Subject Shares to the Triggering Event occurs underwriters pursuant to the Underwriting Agreement; and ending on (b) subject to any other lock-up restrictions agreed to by that Locked-up Shareholder with the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or Underwriters in connection with a breach of the obligations set forth in this Section 8.2Offering or any other Registered Offering, Remainco mayat any time after the Offering transfer its Subject Shares: (i) provide information in response to any beneficiary of such Locked-up Shareholder pursuant to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) will, other testamentary document or intestate succession to the Person who made legal representatives, heirs, beneficiaries or immediate family members of such Spinco Acquisition ProposalLocked-up Shareholder, provided that such information has previously been made available tothe donee or donees, beneficiary or is made available tobeneficiaries, RMT Partner prior heir or heirs or legal representatives thereof execute an Accession Agreement and agree to or concurrently with be bound by the time such information is made available terms of this Agreement applicable to such Person Locked-up Shareholder, and that, prior to furnishing provided further that any such informationtransfer shall not involve a disposition for value; (ii) to any trust, Remainco receives from partnership, limited liability company or other entity for the Person making direct or indirect benefit of such Spinco Acquisition Proposal Locked-up Shareholder or the immediate family of such Locked-up Shareholder, provided that the trustee of the trust or the partnership or the limited liability company or other entity executes an executed confidentiality agreement Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value; (iii) to any immediate family member or other dependent, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder, and provided further that any such transfer shall not involve a disposition for value; (iv) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iii) above, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder; (v) as collateral in accordance with terms that are not materially less restrictive and subject to the other party than terms and conditions of a loan agreement and any related pledge and security agreements, and following any subsequent transfer upon foreclosure on such collateral Subject Shares pledged in accordance with and subject to the terms in and conditions of such loan agreement and any related pledge and security agreements, provided that each applicable lender party that forecloses on such collateral Subject Shares shall execute an Accession Agreement and agree to be bound by the Confidentiality terms of this Agreement are on RMT Partner (it being understood that applicable to such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)Locked-up Shareholder; provided, however, that if a transfer in accordance with this section (v) occurs, the Person making such Spinco Acquisition Proposal is a competitor Locked-up Shareholder shall provide the Company prior written notice informing it of any public filing, report or announcement made by or on behalf of the Spinco BusinessLocked-up Shareholder with respect thereto, Remainco and provided further that if such Locked-up Shareholder is required to file a report under the Exchange Act during the Lock-up Period, such Locked-up Shareholder shall not provide include a statement in any commercially sensitive non-public information such report to the effect that such Person transfer is in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; andsuch pledge; (iivi) participate pursuant to an order of a court or regulatory agency or pursuant to a qualified domestic order or in any discussions connection with a divorce settlement, provided that the transferee executes an Accession Agreement and agrees to be bound by the terms of this Agreement applicable to such Locked-up Shareholder (to the extent permissible by law), and provided further that, if such Locked-up Shareholder is required to file a report under the Exchange Act, such Locked-up Shareholder shall include a statement in such report to the effect that the filing relates to the transfer of securities pursuant to an order of a court or negotiations regulatory agency or to comply with any regulations related to the ownership of Shares unless such Person regarding such Spinco Acquisition Proposal; a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; (vii) to the Company or its Affiliates upon death, disability or termination of employment, in each case, ifof such Locked-up Shareholder; (viii) to the Company (A) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option expiring during the Lock-up Period to purchase Shares granted by the Company pursuant to any employee benefit plans or arrangements described in the Pricing Disclosure Package and the Prospectus (each as defined in the Underwriting Agreement), where any Shares received by such Locked-up Shareholder upon any such exercise will be subject to the terms of this Agreement, or (B) for the purpose of satisfying any taxes (including estimated taxes) due as a result of the exercise of any option expiring during the Lock-up Period to purchase Shares or the vesting or settlement of any restricted stock or restricted stock unit awards granted by the Company pursuant to employee benefit plans or arrangements described in the Pricing Disclosure Package and the Prospectus (each as defined in the Underwriting Agreement), in each case on a “cashless,” “net exercise” or “net settled” basis, where any Shares received by such Locked-up Shareholder upon any such exercise or vesting or settlement will be subject to the terms of this Agreement, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate the reason for such disposition and that such transfer of Shares was solely to the Company; (ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control of the Company following the consummation of the transactions contemplated by the Underwriting Agreement, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Locked-up Shareholder’s Shares shall remain subject to the provisions of this Agreement, and only ifprovided further that “change of control” as used herein, prior shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least fifty one percent (51%) of total voting shares of the Company. In the case of each transfer or distribution pursuant to taking any action described in clause clauses (i) or through (iiix) above, no public reports or filings reporting a reduction in beneficial ownership of Shares of the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on Company shall be required or shall be voluntarily made by the information then available Locked-up Shareholder during the Lock-up Period, unless such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal public report or would reasonably be expected to result in a Spinco Superior Proposalfiling is required under the Exchange Act.

Exceptions. (i) Notwithstanding anything to the contrary contained in this Section 8.2 to 11, the contraryCompany may omit from its proxy statement any Nominee and any information concerning such Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Company), if and the Triggering Event occursNominating Shareholder may not, then during after the period beginning last day on which a Nomination Notice would be timely, cure in any way any defect preventing the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtainednomination of such Nominee, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayif: (iA) provide information in response the Company receives a notice pursuant to Section 8 of this Article II that a request therefor shareholder intends to nominate a candidate for director at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Company; (including non-public information regarding Remainco and B) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of shareholders to present the nomination submitted pursuant to this Section 11, the Nominating Shareholder withdraws its Subsidiaries (including nomination or the Spinco Entities)) to chairman of the Person who made such Spinco Acquisition Proposal, provided annual meeting declares that such information has previously been nomination was not made available to, or is made available to, RMT Partner prior to or concurrently in accordance with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted procedures prescribed by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and11 and shall therefore be disregarded; (iiC) participate the Board of Directors determines that such Nominee’s nomination or election to the Board of Directors would result in the Company violating or failing to be in compliance with the Company’s By-Laws or certificate of incorporation or any discussions applicable law, rule or negotiations with regulation to which the Company is subject, including any rules or regulations of the primary stock exchange on which the Company’s shares of common stock are traded; (D) such Person regarding Nominee was nominated for election to the Board of Directors pursuant to this Section 11 at one of the Company’s two preceding annual meetings of shareholders and either withdrew or became ineligible or received a vote of less than 25% of the shares of common stock cast for or against such Spinco Acquisition ProposalNominee; (E) such Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the ▇▇▇▇▇▇▇ Antitrust Act of 1914, as amended; in each caseor (F) the Company is notified, ifor the Board of Directors determines, and only if, prior that the Nominating Shareholder or the Nominee has failed to taking any action continue to satisfy the eligibility requirements described in clause Section 11(c) hereof, any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (i) or (ii) aboveomits a material fact necessary to make the statements made not misleading), the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based such Nominee becomes unwilling or unable to serve on the information then available Board of Directors or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.Nominee under this Section 11;

Exceptions. Notwithstanding anything in this the forgoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 3.2 in connection with a breach any proposed Sale of the obligations set forth Company (the “Proposed Sale”) unless: (a) Any representations, warranties and covenants to be made by such Stockholder in this Section 8.2connection with the Proposed Sale are limited to representations, Remainco may:warranties and covenants related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations, warranties and covenants that (i) provide information such Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of such Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by such Stockholder have been duly executed by such Stockholder and delivered to the acquirer and are enforceable against such Stockholder in accordance with their respective terms, (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of such Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency and (v) reasonably relate to confidentiality, publicity and similar matters; (b) Such Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company; (c) The liability for indemnification, if any, of such Spinco Acquisition ProposalStockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, provided is several and not joint with any other person, and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate); (d) Liability shall be limited to such Stockholder’s pro rata share (determined in proportion to proceeds received by such Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders in the aggregate but that in no event exceeds the amount of consideration actually paid to such information has previously been made available toStockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) Upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will have the right to receive the same form of consideration for their shares of such class or series as is made available toreceived by other holders in respect of their shares of such same class or series of stock, RMT Partner (ii) each holder of a series of preferred stock of the Company will have the right to receive the same amount of consideration per share of such of a series of preferred stock of the Company as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will the right to receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of such Preferred Stock and the holders of Common Stock are entitled in a Liquidation Transaction (assuming for this purpose that the Proposed Sale is a Liquidation Transaction) in accordance with (and in accordance with the priorities set forth in) the Certificate in effect immediately prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to RemaincoProposed Sale); provided, howeverthat, that if notwithstanding the Person making such Spinco Acquisition Proposal is a competitor foregoing, (A) any arrangements entered into between management of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person Company and the acquiring party (or its Affiliate) in connection with the Proposed Sale that are not otherwise violative of the terms hereof or the Certificate in effect immediately prior to the Proposed Sale, including any actions permitted rollover of equity or debt securities by management into the acquiring party (or its Affiliate), shall not be deemed to violate or otherwise conflict with the terms of this Section 8.2(b3.3(e) if approved by the Board of Directors, and (B) if the consideration to be paid in exchange for the Shares pursuant to this Section 3.3(e) includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in accordance with customary an offering made solely to “clean roomaccredited investors” or other similar procedures designed as defined in Regulation D promulgated under the Securities Act, the Company may cause to limit be paid to any such Stockholder in lieu thereof, against surrender of the disclosure Shares of competitively sensitive informationsuch Stockholder which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair market value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares of such Stockholder; and (iif) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior Subject to taking any action described in clause (i) or (iiSection 3(e) above, if any holders of any capital stock of the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on Company are given an option as to the information then available form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal series or would reasonably class of capital stock will be expected to result in a Spinco Superior Proposalgiven the same option.

Exceptions. Notwithstanding anything to the contrary herein, the Company shall not be obligated to advance Expenses or indemnify the Indemnitee pursuant to this Agreement with respect to: (a) Expenses for which the Indemnitee is indemnified pursuant to any directors and officers insurance policy purchased and maintained by the Company (as provided in Article IX). It is specifically understood that the indemnity provided in this Section 8.2 Agreement is in excess of any such directors and officers insurance policy and the Indemnitee will look first to the contrarydirectors and officers’ insurance policy; or (b) Remuneration paid to the Indemnitee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or (c) Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, if as required in each case under the Triggering Event occurs, then during Exchange Act (including any such reimbursements under Section 304 of the period beginning on S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or Section 954 of the date the Triggering Event occurs D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or Consumer Protection Act in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (d) Expenses incurred on account of any Proceeding in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section l6(b) of the Securities Exchange Act of 1934 and amendments to it or similar provisions of any federal, state or local law; or (e) Expenses incurred on account of the Indemnitee’s conduct which is finally adjudged by a court of competent jurisdiction to have been, or which Indemnitee has admitted facts sufficient for the Independent Counsel or court to reasonably conclude that the Indemnitee’s conduct was: (1) a breach of the obligations set forth duty of loyalty owed to the Company, (2) an act or omission which was not in this Section 8.2Good Faith, Remainco may:(3) an act or omission which involved intentional misconduct or, with respect to any criminal Proceeding, a knowing violation of law, or (4) a transaction from which the Indemnitee derived an improper personal benefit; or (if) provide information If a final decision by a court of competent jurisdiction in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided matter shall determine that such information has previously been made available toindemnification is not lawful as against public policy; or (g) Any income taxes, or is made available toany interest or penalties related to them, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending respect of compensation received for services as a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposaldirector and/or officer.

Exceptions. Notwithstanding anything in this the foregoing, a Stockholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 3.2 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2, Remainco mayCompany (the “Proposed Sale”) unless: (ia) provide information any representations and warranties to be made by such Stockholder in response connection with the Proposed Sale are limited to a request therefor representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (including non-public information regarding Remainco 1) the Stockholder holds all right, title and its Subsidiaries (including the Spinco Entities)) interest in and to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (2) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (3) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the other party than acquirer and are enforceable against the Stockholder in accordance with their respective terms and (4) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making of any agreement, law or amending judgment, order or decree of a Spinco Acquisition Proposal any court or governmental agency applicable to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if Stockholder; (b) the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Stockholder shall not provide be liable for the inaccuracy of any commercially sensitive non-public information to such representation or warranty made by any other Person in connection with any actions permitted by this Section 8.2(b) the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with customary “clean room” the provisions of the Restated Certificate); (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (1) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other similar procedures designed holders in respect of their shares of such same class or series of stock, (2) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (3) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (4) unless (A) the Selling Investors elect otherwise with respect to limit a Proposed Sale for a bona fide business purpose in the disclosure interest of competitively sensitive informationthe stockholders in which all holders of Preferred Stock are treated fairly (and the holders of any series of Preferred Stock are not treated in a manner disproportionately adverse as compared to the holders of other series of Preferred Stock), including the retention by the Company of some existing assets in a continuing or separate entity that is not transferred to the acquirer and (B) the holders of a majority of the outstanding shares of Series C Preferred Stock elect otherwise respect to such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; and (iif) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior subject to taking any action described in clause (i) or (iie) above, requiring the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on same form of consideration to be available to the information then available holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably capital stock will be expected to result in a Spinco Superior Proposalgiven the same option.

Exceptions. Notwithstanding anything Indemnitee shall be entitled to indemnification under ---------- Sections 3(a) and 3(b) above in this Section 8.2 to all circumstances other than the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayfollowing: (i) provide information in response to If indemnification is requested under Section 3(a) and it has been adjudicated finally by a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and court of competent jurisdiction that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” criminal action or other similar procedures designed proceeding, Indemnitee had reasonable cause to limit the disclosure believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of competitively sensitive information; andIndemnifiable Amounts hereunder. (ii) participate If indemnification is requested under Section 3(b) and (A) it has been adjudicated finally by a court of competent jurisdiction that, in any discussions or negotiations connection with any such Person regarding such Spinco Acquisition Proposal; in each casethe subject of the Proceeding out of which the claim for indemnification has arisen, if, and only if, prior Indemnitee failed to taking any action described in clause (i) or (ii) above, the Remainco Board determines act in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result and in a Spinco Superior Proposalmanner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (B) it has been adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.

Exceptions. Notwithstanding anything the foregoing, a Stockholder will not be required to comply with Section 3.2 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”), unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the contraryshares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Class A Common Stock or Class B Common Stock, as applicable, will receive the same amount of consideration per share of Class A Common Stock or Class B Common CONFIDENTIAL 22 Stock, as applicable, as is received by other holders in respect of their shares of Class A Common Stock or Class B Common Stock and (iv) unless the holders of a majority of the voting power of the Series A Stock (voting as a separate series), a majority of the voting power of the Series B Stock (voting as a separate series), a majority of the voting power of the Series C Stock (voting as a separate series), a majority of the voting power of the Series D Stock (voting as a separate series), a majority of the voting power of the Series E Stock (voting as a separate series), and a majority of the voting power of the Series F Stock and Series F-1 Stock (voting together as a separate series) elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for shares of the Company, then during as applicable, pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the period beginning on registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Stockholder’s shares, which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2exchange for the shares, Remainco may:as applicable; (if) provide information in response subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including e) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b3.3(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive informationCompany’s stockholders; and (iig) participate in any discussions or negotiations with any if such Person regarding Stockholder is required to enter into a non-competition and/or non-solicitation arrangement, such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes Stockholder is not a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalVC Investor.

Exceptions. Notwithstanding anything in this the foregoing, each Key Holder and Investor will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 6.2 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Key Holder or Investor in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such shares of Capital Stock, including, but not limited to, representations and warranties that (i) provide information such Key Holder or Investor holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided shares of Capital Stock that such information has previously been made available toKey Holder or Investor purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of such Key Holder or is made available to, RMT Partner prior to or concurrently Investor in connection with the time transaction have been duly authorized, if applicable, (iii) the documents to be entered into by such information is made available Key Holder or Investor have been duly executed by such Key Holder or Investor and delivered to the acquiror and are enforceable against such Key Holder or Investor in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of such Key Holder’s or Investor’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency applicable to such Person and that, prior to furnishing Key Holder or Investor; (b) such Key Holder or Investor shall not be liable for the inaccuracy of any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the representation or warranty made by any other party in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal Company but solely to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company; (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Key Holder or Investor in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is made directly several and not joint with any other person or party (except to Remainco)the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company) and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Key Holder or Investor in connection with such Proposed Sale; (d) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of each series of the Preferred Stock will receive the same amount of consideration per share with respect to such series of the Preferred Stock as is received by the other holders of the same series of the Preferred Stock, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation (assuming for this purpose that the Proposed Sale is a Deemed Liquidation) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that that, notwithstanding the foregoing, if the Person making consideration to be paid in exchange for the shares of Capital Stock held by a Key Holder or Investor, as applicable, pursuant to this Section 6.3(d) includes any securities, and the due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such Spinco Acquisition Proposal is securities or of any person as a competitor broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Spinco Businessshares of Capital Stock held by such Key Holder or Investor, Remainco shall not provide any commercially sensitive non-public information as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and fair value (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines as determined in good faith after consultation with Remainco’s financial advisor that based on by the information then available Company) of the securities which such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal Key Holder or Investor would reasonably be expected to result otherwise receive as of the date of the issuance of such securities in a Spinco Superior Proposalexchange for the shares of Capital Stock held by such Key Holder or Investor.

Exceptions. Notwithstanding anything The prohibitions contained in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs Sections 7(a) and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did (b) shall not arise from or apply in connection with the exercise by the Purchaser of any of its rights under Section 9 hereof and shall terminate on the earliest to occur of the following (each a "Termination Event"): (i) the commencement by a Third Party of (A) a bona fide tender or exchange offer, conducted pursuant to Section 14(d) of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, to purchase at least a majority of the outstanding Common Stock of the Company, provided that within ten days after the commencement of such offer the Board of Directors either recommends acceptance of, expresses no opinion and remains neutral toward, is unable to take a position or takes no action with respect thereto, (B) a bona fide proposal to acquire all or substantially all of the assets of the Company, which has been publicly announced or otherwise disclosed to the Company stockholders and has not been rejected by the Board of Directors within ten days of receipt by the Board of Directors or (C) a bona fide proposal to effect a Change of Control, or to enter into any acquisition with the Company or other business combination transaction with the Company in which the Company is not the surviving entity or the stockholders of the Company cease to own a majority of the outstanding equity of the Company, which has been publicly announced or otherwise disclosed to the Company stockholders and has not been rejected by the Board of Directors within ten days of receipt by the Board of Directors, (ii) the Company entering into (or announcing its intention to do so) a definitive agreement, or an agreement contemplating a definitive agreement, for any of the transactions described in clauses (A) through (C) above, (iii) a Change of Control, (iv) the termination of the Marketing Agreement by the Purchaser as a result of a breach by the Company or a Company Subsidiary, provided that the Purchaser is not then in breach of the obligations set forth in this Section 8.2Marketing Agreement, Remainco may: (v) the failure of the Purchaser Nominee to be nominated for election to the Board of Directors of the Company, (vi) the fifth anniversary of the Closing Date, if, as of the fifth anniversary, the Standstill Termination Ownership Threshold is not greater than ten percent, and (vii) the seventh anniversary of the Closing Date; provided, that if (i) provide information the Termination Event was a tender or exchange offer referred to in response to a request therefor clause (including non-public information regarding Remainco i)(A) and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposaltender or exchange offer is terminated, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate the Termination Event was a proposal to acquire all or substantially all of the assets of the Company referred to in clause (i)(B) or a proposal to effect a Change of Control, or enter into any discussions acquisition or negotiations other business combination transaction with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action the Company described in clause (ii)(C) and after the ten day period referred to in clause (i)(B) or (i)(C) such proposal is rejected by the Board of Directors of the Company, or (iii) the Termination Event was a definitive agreement or agreement contemplating a definitive agreement referred to in clause (ii) aboveand such agreement is terminated, and at the time of the termination of the exchange or tender offer, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on rejection of the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal proposal or would reasonably be expected to result in a Spinco Superior Proposal.the termination of the agreement, as the case may be, the Purchaser's Interest has neither exceeded fifty

Exceptions. Notwithstanding anything the foregoing, a Stockholder shall not be required to comply with Section 5.2 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) such Stockholder holds all right, title and interest in and to the contraryShares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of such Stockholder in connection with the Proposed Sale have been duly authorized, if applicable, (iii) the documents to be entered into by such Stockholder have been duly executed by such Stockholder and delivered to the acquirer and are enforceable against such Stockholder in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iv) neither the execution and delivery of documents to be entered into in connection with the Proposed Sale, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) such Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and, subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate); (d) liability shall be limited to such Stockholder’s applicable pro rata share (based upon the respective proportion of proceeds actually payable to each such Stockholder in connection with such Proposed Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Certificate; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for the Shares held by any Key Holder or Investor, then during as applicable, pursuant to this Section 5.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the period beginning on registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Shares held by any Key Holder or Investor, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2exchange for the Shares held by any Key Holder or Investor, Remainco may:as applicable; and (if) provide information in response subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including e) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b5.3(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything the foregoing, a Stockholder will not be required to comply with Subsection 3.2 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”), unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the contraryShares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of at least a majority of the Series A Preferred Stock (voting together as a single class on an as-converted to Common Stock basis) elect to receive a lesser amount by written notice given to the Company at least 10 days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for the Key Holder Shares or Investor Shares, then during as applicable, pursuant to this Subsection 3.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the period beginning on registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder or Investor would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2exchange for the Key Holder Shares or Investor Shares, Remainco may:as applicable; and (if) provide information in response subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including e) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if nothing in this Subsection 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 5.03(a), at any time prior to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayAcceptance Date: (i) provide information the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in response negotiations or discussions with any Third Party and/or its Representatives that, subject to the Company’s compliance in all material respects with Section 5.03(a), has made after the date of this Agreement a request therefor Superior Proposal and (including B) furnish to such Third Party or its Representatives non-public information regarding Remainco and relating to the Company or any of its Subsidiaries (including the Spinco Entities)) and afford access to the Person who made business, properties, assets, books and records of the Company or any of its Subsidiaries, in each case pursuant to a confidentiality agreement (a copy of which shall be provided to Parent for informational purposes only) with such Spinco Acquisition ProposalThird Party with terms no less favorable to the Company than those contained in the Confidentiality Agreement; provided that (1) such confidentiality agreement may contain a less restrictive or no standstill restriction, provided in which case the Confidentiality Agreement shall be deemed to be amended to contain only such less restrictive provision, or to omit such provision, as applicable, and (2) all such information (to the extent that such information has not been previously been provided or made available to, to Parent) is provided or is made available toto Parent, RMT Partner as the case may be, prior to or substantially concurrently with the time such information it is provided or made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to RemaincoThird Party); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition following receipt of a Superior Proposal, the Company Board may make an Adverse Recommendation Change; in each case, if, and only if, prior case referred to taking any action described in clause the foregoing clauses (i) or and (ii) above, only if the Remainco Company Board determines in good faith faith, after consultation with Remainco’s financial advisor Cayman Islands legal counsel, that based on failure to take such action would be a breach of the information then available fiduciary duties of the Company Board to the shareholders of the Company under the Cayman Law. In addition, nothing contained herein shall prevent the Company Board from complying with Rule 14d-9 or Rule 14e-2(a) under the 1934 Act; provided that any such Spinco action taken or statement made that relates to an Acquisition Proposal either constitutes a Spinco Superior Proposal shall be deemed to be an Adverse Recommendation Change unless the Company Board reaffirms the Company Board Recommendation in such statement or would reasonably be expected to result in a Spinco Superior Proposalconnection with such action.

Exceptions. Notwithstanding anything (a) the transfer of the voting control of the Lessee by one direct or indirect subsidiary of Guarantor to another direct or indirect subsidiary of such corporation shall not constitute a change in this Section 8.2 the control of the Lessee; (b) the merger of the Lessee with or into, or the consolidation of the Lessee with, or the transfer of all or substantially all of the assets of the Lessee to, another direct or indirect subsidiary of Guarantor shall not constitute an assignment or transfer of the Premises or the Lease Agreement; (c) so long as the obligations of the Lessee are guaranteed by Guarantor, a transaction that results in the diminution of the net worth of the Lessee shall not constitute an assignment or transfer of the Lease Agreement. (d) the merger of Guarantor with or into, or the consolidation of Guarantor with, or the sale by Guarantor of all or substantially all of its assets to, another entity shall not require the consent of the Lessor, shall not constitute an assignment or transfer of the Lease Agreement and shall not constitute a default or event of default under the Lease Agreement so long as the successor, resulting or transferee entity enters into a guarantee of the Lessee's obligations under the Lease on substantially the same terms as the guaranty entered into by Guarantor attached hereto; (e) the consent of the Lessor shall not be required with respect to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach subleasing of any portion of the obligations set forth in this Section 8.2, Remainco may:Premises by the Lessee to another direct or indirect subsidiary of Guarantor; (if) provide information in response Lessor shall not have the right to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including adjust the Spinco Entities)) to amount or the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor adjustment structure of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person rent in connection with any actions permitted by this Section 8.2(bassignment or subletting of the Premises; (g) other than Lessee shall not be required to transfer or assign to the Lessor its interest in accordance with customary “clean room” any rentals or other similar procedures designed to limit income from any sublease of all or part of the disclosure of competitively sensitive informationPremises; and (iih) participate in any discussions Option with respect to the Lease held by the Lessee may be exercised by Guarantor or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each caseof its direct or indirect subsidiaries that may then be the Lessee under the Lease Agreement. 10. Paragraph 16 entitled Tenancy Statement is hereby amended by the addition of subparagraph 16.3 thereto, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.reading as follows:

Exceptions. Notwithstanding anything in this Section 8.2 Any other provision herein to the contrarycontrary notwithstanding, if the Triggering Event occurs, then during Company shall not be obligated pursuant to the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach terms of the obligations set forth in this Section 8.2, Remainco mayAgreement: a. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) provide information in response such indemnification or advancement is expressly required to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who be made such Spinco Acquisition Proposalby law, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate the proceeding was authorized by the Board, (iii) such indemnification or advancement is provided by the Company, in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; its sole discretion, pursuant to the powers vested in each case, if, and only if, prior to taking any action described in clause (i) the Company under the PABCL or (iiiv) abovethe proceeding is brought to establish or enforce a right to indemnification or advancement under this Agreement or any other statute or law or otherwise as required under the PABCL; b. To indemnify the Indemnitee for any liabilities or expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the Remainco Board determines material assertions made by the Indemnitee in such proceeding was not made in good faith after consultation with Remaincoor was frivolous; c. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement or the Company unreasonably withholds such consent; d. To indemnify the Indemnitee under this Agreement for any expenses incurred on account of any act of failure to act of the Indemnitee which is finally adjudged by a court or other body of competent jurisdiction to have constituted willful misconduct or recklessness. For purposes of the preceding sentence, a finding by a court or other body of competent jurisdiction that an act or failure to act of the Indemnitee or some other agent of the Company constitutes “misconduct” or words of like import shall not, of itself, create a presumption that the Indemnitee has engaged in willful misconduct or recklessness under this Agreement, the Company’s financial advisor Articles of Incorporation, the Company’s bylaws or under the PABCL; e. To indemnify the Indemnitee under this Agreement if a court of competent jurisdiction finally adjudges that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal indemnification is illegal, including, without limitation, by virtue of such indemnification being in violation of public policy or would reasonably be expected to result in a Spinco Superior Proposalany provision of law.

Exceptions. Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information The Board of Directors, in response its sole and absolute discretion, may grant to any Person who makes a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)a "REQUESTING PERSON") an exception to the Person who made such Spinco Acquisition ProposalOwnership Limit (or one or more elements thereof) with respect to the ownership of any series or class of Shares, provided subject to the following conditions and limitations: (A) (1) the Board of Directors shall have determined, in its sole and absolute discretion, that such information has previously been made available to, or is made available to, RMT Partner prior the Requesting Person's ownership of Shares in excess of the Ownership Limit pursuant to or concurrently the exception requested hereunder (together with the time such information is made available to such Person and thatownership of Shares by all other Persons as permitted under this Article VIII, prior to furnishing taking into account any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are previously granted exceptions pursuant hereto) would not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; andcause (ii) participate In determining whether to grant any exemption pursuant to Section 8.2(f)(i), the Board of Directors may, but need not, consider, among other factors, (A) the general reputation and moral character of the Requesting Person, (B) whether ownership of Shares would be direct or through ownership attribution, (C) whether the Requesting Person's ownership of Shares would adversely affect the Company's ability to acquire additional properties or additional investments in other issuers, (D) whether granting an exemption for the Requesting Person requesting an exemption would adversely affect any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, ifof the Company's existing contractual arrangements, and (E) whether the Requesting Person to whom the exemption would apply is attempting to change control of the Company or affect its policies in a way which the Board of Directors, in its sole and absolute discretion, considers adverse to the best interest of the Company or the Shareholders. Nothing in this Section 8.2(f)(ii) shall be interpreted to mean that the Board of Directors may not act in its sole and absolute discretion in making any determination under Section 8.2(f)(i). (iii) An underwriter or initial purchaser that participates in a public offering or a private placement of Shares (or securities convertible into or exchangeable for Shares) may Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Ownership Limit, but only if, prior to taking any action described in clause the extent necessary to facilitate such public offering or private placement as determined by the Board of Directors. (iiv) The Board of Directors may reduce the Excepted Holder Limit for an Excepted Holder only: (1) with the written consent of such Excepted Holder or (ii2) abovepursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. (v) To the fullest extent permitted by law, any determination made by the Remainco Board determines in good faith after consultation of Directors with Remainco’s financial advisor respect to the provisions of Section 8.2(f) may be made without regard to any fiduciary or other duties that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal Board of Directors may have to the Prohibited Owner or would reasonably be expected to result in a Spinco Superior Proposalany other Person.

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Stockholder will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 3.2 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made Shares such Spinco Acquisition ProposalStockholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Stockholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Stockholder have been duly executed by the Stockholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other party Person in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (c) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is made directly several and not joint with any other Person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) liability shall be limited to such Stockholder's applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of a majority of the Preferred Stock elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; and (f) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that if nothing in this Subsection 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalstockholders.

Exceptions. Notwithstanding anything in this Section 8.2 Regardless of any provision to the contrary, if the Triggering Event occursCompany will not be obligated under this Agreement: (a) to indemnify or advance Expenses to Indemnitee with respect to Claims initiated or brought voluntarily by ▇▇▇▇▇▇▇▇▇▇ and not by way of defense, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayexcept: (i) provide information in response with respect to actions or proceedings brought to establish or enforce a request therefor right to indemnification under applicable law, the Constituent Documents or this Agreement or otherwise relating to Claims for Indemnifiable Events, or (including non-public information regarding Remainco and its Subsidiaries ii) if the Board of Directors has approved the initiation or bringing of such Claim; (including the Spinco Entities)b) to indemnify Indemnitee for any expenses incurred by the Person who made such Spinco Acquisition ProposalIndemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, provided if a court of competent jurisdiction determines that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor each of the Spinco Business, Remainco shall material assertions made by the Indemnitee in such proceeding was not provide any commercially sensitive non-public information to such Person made in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” good faith or other similar procedures designed to limit the disclosure of competitively sensitive informationwas frivolous; and (iic) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause indemnify Indemnitee for: (i) expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated thereunder, or any similar successor statute, rules or regulations; or (ii) aboveany reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Remainco Board determines Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in good faith after consultation with Remainco’s financial advisor that based on violation of Section 306 of the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act).

Exceptions. Notwithstanding anything any other provision in this Agreement, the Company shall not be obligated pursuant to the terms of this Agreement, to: (a) indemnify or advance Expenses to Indemnitee with respect to any Proceeding initiated, brought or made by Indemnitee, including by way of cross-claim, counter claim or the like, except with respect to a Proceeding brought to establish or enforce a right to indemnification, unless Proceeding was authorized or consented to by the Board of Directors; (b) indemnify Indemnitee with respect to any Proceeding in which final judgment is rendered against Indemnitee for an accounting of profits made from the purchase and sale or the sale and purchase by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act; or (c) indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such Proceeding, in whole or in part, or unless and to the extent that the court in such Proceeding shall determine that, despite I▇▇▇▇▇▇▇▇▇’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however that nothing in this Section 8.2 18(c) is intended to limit the Company’s obligation with respect to the advancement of expenses to Indemnitee in connection with any Proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 7 of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response with respect to any reimbursements hereunder that are taxable as compensation to an unsolicitedIndemnitee, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach the amount of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms Expenses that are eligible for reimbursement during one calendar year may not materially less restrictive affect the amount of reimbursements to be provided in any subsequent calendar year, the other party than reimbursement of an eligible expense shall be made on or before the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor last day of the Spinco Businesscalendar year following the calendar year in which the expense was incurred, Remainco and the right to reimbursement of the expenses shall not provide be subject to liquidation or exchange for any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalbenefit.

Exceptions. Notwithstanding anything in this Section 8.2 11.1, a Stockholder, its Affiliates and their Agents may disclose any Confidential Information: (a) to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or any Governmental Entity in connection with a breach applications for approval of the obligations transactions contemplated hereby and the other Transaction Documents (or, in the case of any regulated Affiliate of a Stockholder, in connection with audits by the applicable Governmental Entities), (b) to financial institutions in connection with financings of the transactions contemplated hereby, (c) in the case of any Stockholder, (i) to a bona fide potential Transferee if such Stockholder desires to undertake any Transfer of its capital stock permitted by these Bylaws, (ii) to its stockholders, limited partners, members, trust beneficiaries or other equityholders, as the case may be, all materials made available to such Stockholder pursuant to the terms of these Bylaws and (iii) to its indirect stockholders, limited partners, members, trust beneficiaries or other equityholders, as the case may be, so long as the Confidential Information disclosed to such Persons is limited to the materials delivered to such party pursuant to Section 4.4(a), provided that (A) in the case of subclauses (i), (ii) and (iii) of this clause (c), prior to the disclosure of any Confidential Information, such Person shall execute an agreement containing substantially the terms set forth in Section 11.1 and this Section 8.211.2, Remainco may: and (B) in the case of clauses (ii) and (iii) above, the disclosure of Confidential Information relating to commercial transactions or commercial relationships of the Company and its Subsidiaries shall be strictly limited to such Persons who have an actual need to know such information in connection with the administration of their equity interest in such Stockholder, (d) to any rating or similar agency in connection with its analysis or review of the Company or any of its Subsidiaries, (e) in the case of the GM Trust, between such trust and its trustee and Agents, and (f) to any other Person if such party becomes compelled by Law (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand, mandatory provision of Law, regulation or stock exchange rule) to disclose any of the Confidential Information. In addition, each Stockholder may report to its stockholders, limited partners, members, trust beneficiaries or other equityholders, as the case may be, the general status of such Stockholder’s investment in the Company (without disclosing specific Confidential Information). A disclosing Stockholder shall be responsible for a breach by any third Person to whom such disclosing Stockholder discloses Confidential Information in accordance with the terms of subclauses (c)(ii) and (c)(iii) of this Section 11.2. In the case of clause (f) above, the disclosing party shall (i) provide information in response to a request therefor (including the other parties hereto with prompt written notice of such requirement so that such non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, disclosing parties may seek a protective order or is made available to, RMT Partner prior to other appropriate remedy or concurrently waive compliance with the time such information is made available to such Person terms of this Article XI and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions take such reasonable legally available steps as the non-disclosing parties may reasonably request to resist or negotiations narrow such requirement (at the expense of the non-disclosing parties). In the event that such protective order or remedy is not obtained, or that the non-disclosing parties waive compliance with any such Person regarding such Spinco Acquisition Proposal; in each casethe terms hereof, ifthe disclosing party agrees to furnish only that portion of the Confidential Information that it is advised by counsel is required to be furnished, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor exercise its commercially reasonable efforts to obtain assurance that based on the information then available confidential treatment shall be accorded such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalConfidential Information.

Exceptions. Notwithstanding anything in this (i) Subject to Section 8.2 7.2(a)(i)(B) and (D), the Board of Trustees shall exempt an Individual from the Ownership Limit and may establish or increase an Excepted Holder Limit for such Individual if: (A) the Board of Trustees obtains such representations and undertakings from such Individual as are satisfactory to the contraryBoard of Trustees, in its sole and absolute discretion, to ascertain that no Individual’s Beneficial or Constructive Ownership of such Equity Shares will violate Section 7.2(a)(i)(B) or (D); (B) such Individual does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Trust (or a tenant of any entity owned or controlled by the Trust) that would cause the Trust to own, actually or Constructively, more than a 9.8 percent interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board of Trustees obtains such representations and undertakings from such Individual as are satisfactory to the Board of Trustees, in its sole and absolute discretion, to ascertain this fact (for this purpose, a tenant from whom the Trust (or an entity owned or controlled by the Trust) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board of Trustees, rent from such tenant would not adversely affect the Trust’s ability to qualify as a REIT, shall not be treated as a tenant of the Trust); (C) such Person provides to the Board of Trustees such representations and undertakings, if any, as the Triggering Event occursBoard of Trustees may, then during in its sole and absolute discretion, require to ensure that the conditions in clauses (i) and (ii) hereof are satisfied and will continue to be satisfied throughout the period beginning on during which such Individual Beneficially or Constructively Owns Equity Shares in excess of the date Ownership Limit pursuant to any exemption thereto granted under this subparagraph (a); and (D) such Individual agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the Triggering Event occurs restrictions contained in Sections 7.2(a) through 7.2(f)) will result in such Equity Shares being automatically transferred to a Charitable Trust in accordance with Sections 7.2(a)(ii) and ending on 7.3. (ii) Prior to granting any exception pursuant to Section 7.2(g)(i), the date the RMT Partner Stockholder Approval is obtainedBoard of Trustees may, in response its sole and absolute discretion, require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to an unsolicitedthe Board of Trustees in its sole discretion, bona fide written Spinco Acquisition Proposal that did not arise from as it may deem necessary or advisable in order to determine or ensure the Trust’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Trustees may impose such conditions or restrictions as it deems appropriate in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made granting such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)exception; provided, however, that if the Person making such Spinco Acquisition Proposal is Board of Trustees shall not be obligated to require a competitor favorable ruling or opinion in order to grant an exception hereunder. (iii) Subject to Section 7.2(a)(i)(B) or (D), an underwriter which participates in a public offering or a private placement of Equity Shares (or securities convertible into or exchangeable for Equity Shares) may Beneficially Own or Constructively Own Equity Shares (or securities convertible into or exchangeable for Equity Shares) in excess of the Spinco BusinessOwnership Limit, Remainco shall not provide but only to the extent necessary to facilitate such public offering or private placement. (iv) The Board of Trustees may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any commercially sensitive non-public information time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Person Excepted Holder in connection with any actions permitted by this Section 8.2(b) other the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalOwnership Limit.

Exceptions. Notwithstanding anything the foregoing, a Shareholder shall not be required to comply with Section 3.2 in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including representations and warranties that (i) the Shareholder holds all right, title and interest in and to the contraryShares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable against the Shareholder in accordance with their respective terms, and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except that and only to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any representations, warranties and covenants provided by all Shareholders with respect to the Company); (c) the liability for indemnification, if any, of such Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Shareholders in connection with such Proposed Sale is several and not joint with any other Person (except that and only to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Shareholder of any representations, warranties and covenants provided by all Shareholders with respect to the Company), and subject to the provisions of the Articles related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Shareholder in connection with such Proposed Sale; (d) liability shall be limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Proposed Sale in accordance with the provisions of the Articles) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as to such Shareholder; (e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of Shares will receive the same form of consideration for their Shares of such class or series as is received by other holders in respect of their Shares of such same class or series, (ii) each holder of Common Shares will receive the same amount of consideration per Common Share as is received by other holders in respect of their Common Shares, and (iii) the aggregate consideration receivable by all Shareholders shall be allocated among the Shareholders on the basis of the relative liquidation preferences to which the Shareholders are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Articles in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, consideration to be paid in response exchange for any Shareholder’s Shares pursuant to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco may: 3.3(e) includes any securities and due receipt thereof by any Shareholder would require under applicable law (i) provide the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in response an offering made solely to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including Accredited Investors, the Spinco Entities)) Company may cause to be paid to any such Shareholder in lieu thereof, against surrender of such Shareholders’ Shares, which would have otherwise been sold by such Shareholder, an amount in cash equal to the Person who made fair value (as determined in good faith by the Board) of the securities which such Spinco Acquisition ProposalShareholder would otherwise receive as of the date of the issuance of such securities in exchange for such Shareholder’s Shares; and (f) subject to Section 3.3(e), provided that such information has previously been made available to, if any holders of any class or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal series of Shares are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such class or series of Shares will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b3.3(f) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior ProposalShareholders.

Exceptions. Notwithstanding anything the foregoing, (a) Owner shall be entitled to assign its right, title and interest in and to this Section 8.2 Agreement (and, in particular, any rights arising in relation to any insurance policy and any other right to collect any amount from Contractor) to the contraryFinancing Parties by way of security for the performance of obligations to such Financing Parties without the consent of Contractor who, if subject to any consent entered into by Contractor with the Triggering Event occursFinancing Parties, then during may further assign such rights, title and interest under this Agreement upon exercise of remedies by a Financing Party following a default by Owner under the period beginning on financing agreements entered into between Owner and the date the Triggering Event occurs Financing Parties and ending on the date the RMT Partner Stockholder Approval is obtained(b) each Party shall be entitled to assign its right, obligation, title and interest in response and to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from this Agreement to any of its Affiliates or in connection with a merger or acquisition of substantially all of the assets of a Party, subject to the Contractor Performance Security and Equity Contribution Agreement, as applicable, and continued validity thereof. Contractor shall execute any consent and agreement or similar documents with respect to such an assignment described in subclause (a) as the Financing Parties may reasonably request and acknowledges that such consent and agreement or similar document (which shall be reasonably acceptable to Contractor) may, among other things, require Contractor to give the Financing Parties notice of, and an opportunity to cure, any breach of the obligations set forth in this Section 8.2, Remainco may: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently Agreement by Owner. Contractor shall reasonably cooperate with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms Owner in the Confidentiality negotiation and execution of any reasonable amendment or addition to this Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit required by the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)Financing Parties; provided, however, that if Contractor shall not be obligated without a Change Order under Section 11.4(b) to accept any undertaking imposed by any Financing Party which Contractor reasonably believes will have an actual and demonstrable increase in Contractor's costs and/or schedule. Contractor shall, at Owner's cost and subject to the Person making such Spinco Acquisition Proposal is a competitor confidentiality provisions set forth in Article 25, make available to the Financing Parties and other Persons involved in the financing or refinancing of the Spinco BusinessFacility who have a need-to-know (e.g., Remainco shall not provide counsel to a lender or any commercially sensitive non-public such other Person, Governmental Authority, underwriters, rating agencies, independent reviewers and feasibility consultants) such information in the control of Contractor (including financial information concerning Contractor) as may reasonably be requested by Owner on behalf of the Financing Parties or the Financing Parties' engineer with respect to such Person financing of the Project or the Facility. Contractor further agrees that, in connection with any actions permitted the financing or refinancing of the Facility, Contractor shall, at the request and expense of Owner, provide an opinion of counsel as to the enforceability against Contractor of this Agreement until expiration of the last Warranty Period. Any authorized assignment of this Agreement by either Party shall relieve such Party of its obligations hereunder at such time as the authorized successor agrees in writing to be bound by such assigning Party's obligations hereunder. Any purported assignment of this Agreement in violation of this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed 26.2 shall be null and void and shall be ineffective to limit the disclosure relieve either Party of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalits obligations hereunder.

Exceptions. (a) Notwithstanding anything in this Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations restrictions set forth in Section 5.01 of this Second Supplemental Indenture, the Company and its Subsidiaries will be permitted to incur, issue, assume or guarantee Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property which would otherwise be subject to the restrictions set forth in Section 8.25.01 of this Second Supplemental Indenture without equally and ratably securing the Notes and the Securities Guarantees, Remainco may: if as of the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto, the aggregate principal amount of all Indebtedness secured by ▇▇▇▇▇ on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property (not including Indebtedness secured by ▇▇▇▇▇ permitted under clauses (a) through (i) provide information of Section 5.01), together (without duplication) with the aggregate amount of Attributable Debt outstanding in response to a request therefor respect of sale and leaseback transactions entered into pursuant Section 5.03(b), does not at the time exceed 15% of Consolidated Total Assets of the Company calculated as of the time of such incurrence, issuance, assumption or guarantee of secured Indebtedness. (including non-public information regarding Remainco b) Notwithstanding the restrictions set forth in Section 5.02 of this Second Supplemental Indenture, the Company and its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be prohibited by Section 5.02, if as of the time of entering into such sale and leaseback transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to sale and leaseback transactions (not including the Spinco EntitiesAttributable Debt with respect to sale and leaseback transactions permitted under clauses (a) through (f) of Section 5.02), together (without duplication) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing aggregate principal amount of all Indebtedness secured by Liens on any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are Principal Property or on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making any Capital Stock or amending Indebtedness of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor any Subsidiary of the Spinco BusinessCompany owning any Principal Property outstanding pursuant to Section 5.03(a), Remainco shall does not provide any commercially sensitive non-public information to at the time exceed 15% of Consolidated Total Assets of the Company calculated as of the time of entry into such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, sale and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalleaseback transaction.

Exceptions. Notwithstanding anything in this Section 8.2 to 32.2.1 An amendment or waiver that has the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from effect of changing or in connection with a breach of the obligations set forth in this Section 8.2, Remainco maywhich relates to: (ia) provide information the definition of “Majority Lenders” in response Annex A - Master Definitions Schedule; (b) an extension to the date of payment of any amount under the Transaction Documents; (c) a request therefor reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (including d) an increase in or an extension of any Commitment; (e) a change to the Borrower or the Guarantor; (f) any provision which expressly requires the consent of all the Lenders; (g) Clause 2.2 (Finance Parties’ rights and obligations), Clause 22 (Changes to the Lenders) or this Clause 32.2; (h) release of Security Interests created by the Security Documents unless permitted under the Transaction Documents or undertaken by the Security Trustee following the occurrence of an Event of Default which is continuing; or shall not be made without the prior consent of all the Lenders. (a) If the Agent or a Lender reasonably believes that an amendment or waiver may constitute a “material modification” for the purposes of FATCA that may result (directly or indirectly) in a Party being required to make a FATCA Deduction and the Agent or that Lender (as the case may be) notifies the Borrower and the Agent accordingly, that amendment or waiver may, subject to paragraph (b) (below, not be effected without the consent of the Agent or that Lender (as the case may be), acting reasonably and on a non-public information regarding Remainco discriminatory basis applying its then current policies and its Subsidiaries practices as regards the application of FATCA with respect to comparable facilities and borrowers to which such Agent or Lender (including as the Spinco Entities)case may be) to the Person who made such Spinco Acquisition Proposal, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner party. (it being understood that such confidentiality agreement need not prohibit the making or amending b) The consent of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco Lender shall not provide any commercially sensitive non-public information be required pursuant to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause paragraph (i) above if that Lender is a FATCA Protected Lender. 32.2.3 An amendment or waiver which relates to or has the effect of changing the rights or obligations of the Agent or the Security Trustee may not be effected without the consent of the Agent or the Security Trustee (ii) above, the Remainco Board determines in good faith after consultation with Remainco’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalas applicable).

Exceptions. 13 Notwithstanding anything the foregoing, a Stockholder will not be required to comply with Subsection 3.2 above in this Section 8.2 connection with any proposed Sale of the Company (the “Proposed Sale”), unless:‌ 13 Drafter should assess and make determination as to whether any or all of the listed conditions are appropriate for the relevant transaction. The non-bracketed conditions are the ones typically considered minimal to ensure that no one is treated unfairly as a result of invocation of the drag-along. (a) [any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the contraryShares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);] (c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and [subject to the provisions of the Restated Certificate related to the allocation of the escrow,]14 is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (d) [liability shall be limited to such Stockholder's applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;] (e) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other‌ 14 Include the bracketed language if you use the Allocation of Escrow provision (Section 2.3.4) of the Model Charter. holders in respect of their shares of Common Stock, and (iv) unless the holders of at least [specify percentage] 15 of the [Series A Preferred Stock] elect to receive a lesser amount by written notice given to the Company at least [ ] days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing, if the Triggering Event occursconsideration to be paid in exchange for the Key Holder Shares or Investor Shares, then during as applicable, pursuant to this Subsection 3.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the period beginning on registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Key Holder or Investor would otherwise receive as of the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth issuance of such securities in this Section 8.2exchange for the Key Holder Shares or Investor Shares, Remainco may:as applicable; and (if) provide information in response [subject to a request therefor clause (including non-public information regarding Remainco and its Subsidiaries (including e) above, requiring the Spinco Entities)) same form of consideration to be available to the Person who made such Spinco Acquisition Proposalholders of any single class or series of capital stock, provided that such information has previously been made available to, or is made available to, RMT Partner prior to or concurrently with if any holders of any capital stock of the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal Company are given an executed confidentiality agreement with terms that are not materially less restrictive option as to the other party than form and amount of consideration to be received as a result of the terms in Proposed Sale, all holders of such capital stock will be given the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco)same option; provided, however, that if nothing in this Subsection 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposal.stockholders.‌

Exceptions. Notwithstanding anything in this Section 8.2 Any other provision herein to the contrarycontrary notwithstanding, if the Triggering Event occurs, then during General Partner and the period beginning on Partnership shall not be obligated pursuant to the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response terms of this Agreement to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.2, Remainco mayindemnify Indemnitees: (a) against any Losses or Expenses, or advance Expenses to Indemnitees, with respect to Claims initiated or brought voluntarily by Indemnitees, and not by way of defense (including, without limitation, affirmative defenses and counterclaims), except (i) provide information in response Claims to establish or enforce a request therefor (including non-public information regarding Remainco and its Subsidiaries (including right to indemnification, contribution or advancement with respect to an Indemnification Event, whether under this Agreement, any other agreement or insurance policy, the Spinco Entities)) to the Person who made such Spinco Acquisition ProposalOrganizational Documents of any Covered Entity, provided that such information has previously been made available toapplicable law or otherwise, or is made available to, RMT Partner prior to or concurrently with the time such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate if the Board has approved specifically the initiation or bringing of such Claim. (iii) if such indemnification is expressly required to be made by law, or (iv) if such indemnification is provided by MarkWest Energy GP, L.L.C., in its sole discretion, pursuant to the powers vested in MarkWest Energy GP, L.L.C. under the LLC Act or the LP Act; (b) against any discussions Losses or negotiations Expenses, or advance Expenses to Indemnitees, with respect to any proceeding instituted by Indemnitees to enforce or interpret this Agreement, if a court of competent jurisdiction determines that the material assertions made by Indemnitees in such Person regarding proceeding were not made in good faith or were frivolous; (c) for any amounts paid in settlement of a proceeding unless the General Partner consents to such Spinco Acquisition Proposal; in each casesettlement, ifwhich consent shall not be unreasonably withheld; (d) against any Losses or Expenses, and only ifor advance Expenses to Indemnitees, prior with respect to taking any action described in clause Claims arising (i) with respect to an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitees of securities of the General Partner or the Partnership within the meaning of Section 16(b) of the Exchange Act or (ii) abovepursuant to Sections 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or any rule or regulation promulgated pursuant thereto; or (e) if, and to the Remainco Board determines in good faith after consultation with Remainco’s financial advisor extent, that based on the information then available a court of competent jurisdiction renders a final, unappealable decision that such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalindemnification is not lawful.

Exceptions. Notwithstanding anything contained in this Section 8.2 Agreement to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response at any time prior to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or in connection with a breach receipt of the obligations set forth in this Section 8.2, Remainco mayCompany Shareholder Approval: (i) provide information in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries the Company (including the Spinco EntitiesSpecial Committee or the Board of Directors acting solely in accordance with the recommendation of the Special Committee), directly or indirectly through its or their Representatives, may (A) engage in negotiations or discussions with any Third Party and its Representatives that has made an unsolicited offer, inquiry, proposal or indication of interest with respect to an Acquisition Proposal not resulting, in whole or in part, from a breach, in any material respect, of this ‎Section 6.04, if the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has reasonably determined in good faith, after consultation with its outside legal counsel and financial advisor, based on information then available, that (1) such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and (2) failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties to the Company shareholders under Applicable Law and (B) furnish to such Third Party or its Representatives (after making the determination set forth in the foregoing clause (A)) information relating to the Person who Company or any of its Subsidiaries and afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries pursuant to and in accordance with an Acceptable Confidentiality Agreement; provided that, to the extent that any information relating to the Company or its Subsidiaries is provided to any such Third Party or any such Third Party is given access, in each case which was not previously provided to or made such Spinco Acquisition Proposalavailable to Parent in connection with this transactions contemplated hereby, provided that such information has previously been or access is provided or made available toto Parent substantially concurrently with, or is made available topromptly following, RMT Partner prior to or concurrently with the time such Third Party is provided such information is made available to such Person and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal to the extent such Spinco Acquisition Proposal is made directly to Remainco); provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive informationaccess; and (ii) participate subject to compliance with the rest of this ‎Section 6.04 (including ‎Section 6.04(d)), the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee may, (A) in response to an unsolicited offer, inquiry, proposal or indication of interest with respect to a written Acquisition Proposal not resulting, in whole or in part, from a breach, in any discussions material respect, of this ‎Section 6.04 and that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or negotiations the Special Committee has determined in good faith, after consultation with any such Person regarding such Spinco Acquisition its outside legal counsel and financial advisor, constitutes a Superior Proposal; , make an Adverse Recommendation Change or terminate this Agreement pursuant to and in each caseaccordance with ‎Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, or (B) in response to an Intervening Event, make an Adverse Recommendation Change, if, in each case of clauses (A) and only if(B), prior to taking any action described the Board of Directors (acting solely in clause (iaccordance with the recommendation of the Special Committee) or (ii) above, the Remainco Board Special Committee determines in good faith faith, after consultation with Remainco’s its outside legal counsel and financial advisor advisor, that based on the information then available failure to take such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or action would reasonably be expected to result be inconsistent with its fiduciary duties to the Company shareholders under Applicable Law. For the avoidance of doubt, the Company may not terminate this Agreement pursuant to ‎Section 10.01(d)(i) unless it pays, or causes to be paid, to Parent the Termination Fee immediately prior to or concurrently with such termination, in accordance with Section 11.04. In addition, nothing contained herein shall prevent the Company or the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee from (A) taking and disclosing to the Company’s shareholders a Spinco Superior Proposalposition contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act or Item 1012(a) of Regulation M-A promulgated under the 1934 Act (or any similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer) with respect to an Acquisition Proposal (provided that neither the Company nor the Board of Directors nor the Special Committee may recommend any Acquisition Proposal unless permitted by Section 6.04(b)(ii) and even if permitted by the foregoing, is subject to the rights of Parent set forth in this Agreement); (B) issuing a “stop, look and listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act; or (C) making any disclosure not related to an Acquisition Proposal to the shareholders of the Company that is required by Applicable Law or with respect to which the Special Committee determines in good faith, after consultation with its outside legal counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. The Company shall cause each of its and its Subsidiaries’ Representatives to comply with this Section 6.04 and shall be responsible for any breach by such Representatives hereof (other than, in each case, any Representatives that are also Representatives or Affiliates of Parent, or that are Representatives of such Affiliates of Parent).

Exceptions. Notwithstanding anything in this Section 8.2 the foregoing, a Stockholder will not be required to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or comply with Subsection 5.1 above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) provide information the Stockholder holds all right, title and interest in response and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Stockholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into by the Stockholder in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a request therefor breach or violation of the terms of any agreement to which the Stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Stockholder; (including non-public information regarding Remainco b) such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale) or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Company; (c) such Stockholder and its Subsidiaries (including the Spinco Entities)) Affiliates are not required to the Person who made such Spinco Acquisition Proposalamend, provided that such information has previously been made available to, extend or is made available to, RMT Partner prior to terminate any contractual or concurrently other relationship with the time Company, the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such information Stockholder, the Company and/or other stockholders of the Company; (d) the Stockholder is not liable for the breach of any representation, warranty or covenant made available to such by any other Person and thatin connection with the Proposed Sale, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive to the other party than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); (e) the liability for indemnification, if any, of such Spinco Acquisition Proposal Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Proposed Sale, is made directly several and not joint with any other Person (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale; (f) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder; and (g) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their Shares of such class or series as is received by other holders in respect of their Shares of such same class or series of stock, and if any holders of any capital stock of the Company are given a choice as to the form of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option, (ii) each holder of a series of Series A-1 Preferred Stock will receive the same amount of consideration per share of such Series A-1 Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Series A-1 Preferred Stock and Common Stock shall be allocated among the holders of Series A-1 Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of the Series A-1 Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate (including any Certificate of Designation) in effect immediately prior to the Proposed Sale; provided, however, that that, notwithstanding the foregoing provisions of this Section 5.2(g) if the Person making consideration to be paid in exchange for the Shares held by the Key Holder or Investor, as applicable, pursuant to this Section 5.2(g) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such Spinco Acquisition Proposal is securities or of any person as a competitor broker or dealer or agent with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Spinco BusinessShares held by the Key Holder or Investor, Remainco shall not provide any commercially sensitive non-public information as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to such Person in connection with any actions permitted by this Section 8.2(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and fair value (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines as determined in good faith after consultation with Remainco’s financial advisor that based on by the information then available Board) of the securities which such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal Key Holder or Investor would reasonably be expected to result otherwise receive as of the date of the issuance of such securities in a Spinco Superior Proposalexchange for the Shares held by the Key Holder or Investor, as applicable.

Exceptions. Notwithstanding anything in this the foregoing, the Restricted Shareholder will not be required to comply with Section 8.2 to the contrary, if the Triggering Event occurs, then during the period beginning on the date the Triggering Event occurs and ending on the date the RMT Partner Stockholder Approval is obtained, in response to an unsolicited, bona fide written Spinco Acquisition Proposal that did not arise from or 1(b) above in connection with a breach any proposed Sale of the obligations set forth in this Section 8.2Company (the “Proposed Sale”), Remainco mayunless: (viii) any representations and warranties to be made by the Restricted Shareholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Converted Shares, including, but not limited to, representations and warranties that (i) provide information the Restricted Shareholder holds all right, title and interest in response to a request therefor (including non-public information regarding Remainco and its Subsidiaries (including the Spinco Entities)) to the Person who made such Spinco Acquisition ProposalConverted Shares the Restricted Shareholder purports to hold, provided that such information has previously been made available tofree and clear of all liens and encumbrances, or is made available to, RMT Partner prior to or concurrently (ii) the obligations of the Restricted Shareholder in connection with the time such information is made available transaction have been duly authorized, if applicable, (iii) the documents to such Person be entered into by the Restricted Shareholder have been duly executed by the Restricted Shareholder and that, prior to furnishing any such information, Remainco receives from the Person making such Spinco Acquisition Proposal an executed confidentiality agreement with terms that are not materially less restrictive delivered to the acquirer and are enforceable against the Restricted Shareholder in accordance with their respective terms; and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Restricted Shareholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (ix) the Restricted Shareholder shall not be liable for the inaccuracy of any representation or warranty made by any other party in connection with the Proposed Sale, other than the terms in the Confidentiality Agreement are on RMT Partner Company (it being understood that such confidentiality agreement need not prohibit the making or amending of a Spinco Acquisition Proposal except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders); (x) the liability for indemnification, if any, of the Restricted Shareholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Spinco Acquisition Proposal Proposed Sale, is made directly several and not joint with any other party (except to Remaincothe extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to the Restricted Shareholder in connection with such Proposed Sale; (xi) liability shall be limited to the Restricted Shareholder's applicable share (determined based on the respective proceeds payable to each shareholder in connection with such Proposed Sale) of a negotiated aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to the Restricted Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by the Restricted Shareholder, the liability for which need not be limited as to the Restricted Shareholder; (xii) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s shares will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of shares, (ii) each holder of Shares will receive the same amount of consideration per share of Shares as is received by other holders in respect of their shares of Shares, and (iii) unless the holders of at least a majority of the Shares elect to receive a lesser amount by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by shareholders shall be allocated among the shareholders on the basis of the relative liquidation preferences to which the shareholders are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event); and (xiii) subject to clause (v) above, requiring the same form of consideration to be available to the holders of any single class or series of the share capital, if any holders of any shares of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such shares will be given the same option; provided, however, that if the Person making such Spinco Acquisition Proposal is a competitor of the Spinco Business, Remainco shall not provide any commercially sensitive non-public information to such Person nothing in connection with any actions permitted by this Section 8.2(b1.3(c)(xiii) other than in accordance with customary “clean room” shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or other similar procedures designed limitation that is generally applicable to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such Spinco Acquisition Proposal; in each case, if, and only if, prior to taking any action described in clause (i) or (ii) above, the Remainco Board determines in good faith after consultation with RemaincoCompany’s financial advisor that based on the information then available such Spinco Acquisition Proposal either constitutes a Spinco Superior Proposal or would reasonably be expected to result in a Spinco Superior Proposalshareholders.